Health Net 2009 Annual Report Download - page 414

belonging to Landlord or any other person, are granted to Tenant by this Lease. If at any time any windows of the Premises are
temporarily darkened or the light or view therefrom is obstructed by reason of any repairs, improvements, maintenance or cleaning in
or about the Project, the same shall be without liability to Landlord and without any reduction or diminution of Tenant’s obligations
under this Lease, provided Landlord makes commercially reasonable efforts to limit the extent and duration of any such darkening or
obstruction.
45. RIGHT OF FIRST OFFER.
(a) Right of First Offer. During the Term of this Lease, Tenant shall have the ongoing right of first offer (“Right of First
Offer”) with respect to the rentable space contiguous to the Premises depicted on Exhibit A-1 hereto and identified thereon as
the North Wing (E-1) (“Offering Space”).
(b) Terms of Advice. Prior to the time Landlord offers the Offering Space for lease to a third-party (other than to an
existing tenant of such Offering Space, or a party holding a right of first offer, right of first refusal, expansion option or other
right to lease or occupy such Offering Space granted to it by Landlord prior to the date of this Lease), Landlord shall advise
Tenant (the “Advice”) of the terms under which Landlord is prepared to lease such Offering Space to Tenant, which terms shall
reflect (i) the Fair Market Rental Value for such Offering Space as reasonably determined by Landlord, (ii) a term of lease with
respect to such Offering Space (the “Offering Space Term”) which shall be equivalent to the term of lease which Landlord
would have offered to such third-party absent the Right of First Offer; provided, however, that the Offering Space Term shall be
proposed by Landlord to be coterminous with the Term of this Lease in the event the Offering Space Term is scheduled to
commence at a time during which there is at least four (4) years remaining in the Term of this Lease; (iii) an allowance
(“Offering Space Alterations Allowance”) in reimbursement for the costs (or a portion of the costs) for designing and
constructing Alterations to such Offering Space in an amount equal to Fifty Dollars ($50.00) per square foot of Rentable Area
contained in such Offering Space, or, if such Offering Space then exists in shell condition (or will exist in shell condition as of
the commencement of the Offering Space Term), in an amount equal to Twelve Dollars ($12.00) per square foot of Rentable
Area contained in such Offering Space; and (iv) a Base Year with respect to such Offering Space equal to the first full calendar
year during the Offering Space Term.
(c) Exercise of Right of First Offer. Tenant may lease such Offering Space in its entirety only, under such terms, by
delivering written notice of exercise to Landlord (the “Notice of Exercise”) within five (5) business days of the date Tenant
receives the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an
Advice, if: (i) an Event of Default exists at the time that Landlord would otherwise deliver the Advice; (ii) more than twenty-
five percent (25%) of the Premises is sublet (other than to an Affiliate or Successor) at the time Landlord would otherwise
deliver the Advice; (iii) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice; or
(iv) such Offering Space is not intended for the exclusive use of Tenant during the Term. Notwithstanding the foregoing, if
(x) Tenant was entitled to exercise its Right of First Offer, but failed to provide Landlord with a Notice of Exercise within the
five (5) business day period provided above; and (y) Landlord does not enter into a lease for the Offering Space with a third-
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