Health Net 2009 Annual Report Download - page 389

(b) Notice to Landlord. If Tenant desires to enter into an Assignment or a Sublease, Tenant shall give written notice to
Landlord of its intention to do so (the “Transfer Notice”), containing the name of the proposed assignee or subtenant
(collectively, “Transferee”), the nature of the proposed Transferee’s business to be carried on in the Premises, the material
terms of the proposed Assignment or Sublease, including, without limitation, the commencement and term expiration dates
thereof and the rent payable thereunder, the portion of the Premises proposed to be subleased (the “Transfer Space”), and the
most recent audited financial statement or other equivalent financial information reasonably available to Tenant concerning the
proposed Transferee.
(i) Within fifteen (15) days after Landlord’s receipt of the Transfer Notice, Landlord shall elect to consent to the Sublease
or Assignment, or disapprove the Sublease or Assignment; provided, however, that Landlord agrees not to unreasonably
withhold its consent to the Sublease or Assignment. If Landlord does not make such election within such fifteen (15) day period,
Tenant may re-deliver such Transfer Notice to Landlord. If Landlord does not make such election within five (5) days following
receipt of such second Transfer Notice, the Sublease or Assignment as to which such Transfer Notice was given shall be deemed
approved by Landlord.
(ii) Without limiting in any way the other grounds upon which Landlord may withhold its consent, Landlord’s consent
shall not be deemed to have been unreasonably withheld if: (A) the proposed sublessee or assignee is a new concern with no
previous business history; (B) if the proposed sublessee or assignee intends to use the Premises for executive suites or for any
use which would materially increase the density of occupants of the Premises: (C) any other use inconsistent with Section 6 or
the operation of a first-class office building or in a manner which would increase the use of, or the possibility of disturbance of,
Hazardous Materials on the Project; (D) the proposed Transferee is not of sound financial condition as reasonably determined by
Landlord; (E) the proposed use or the proposed assignee or subtenant would cause the violation of any covenant or agreement of
Landlord to any third party or would permit any other tenant to terminate its lease; or (F) the proposed subtenant or assignee
then leases or occupies any other space in the Building, unless there is then no space in the Building comparable to the space
subject to the proposed assignment or subletting. Landlord’s failure to make such election within fifteen (15) days after
Landlord’s receipt of the Transfer Notice shall be deemed to be Landlord’s approval of the proposed Sublease or Assignment.
(c) Permitted Transfers. If Landlord consents to any Sublease or Assignment as set forth in Section 16(b):
(i) Tenant may thereafter, within ninety (90) days after Landlord’s consent, enter into such Assignment or Sublease, but
only with the party and upon the same terms as set forth in the Transfer Notice;
(ii) In the case of a Sublease, Tenant shall pay to Landlord monthly, together with monthly installments of rent hereunder,
fifty percent (50%) of the difference for such month between (x) any and all sums payable to Tenant in connection with such
Sublease (including key money, bonus money and any payment in excess of fair market value for services rendered by Tenant in
connection with such Sublease or for assets, fixtures, inventory, equipment or furniture transferred by Tenant in connection with
such Sublease), minus (y) the sum of the proportionate
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