Health Net 2009 Annual Report Download - page 455

(c) In the event of the occurrence of any of those events specified in this Paragraph 14, if Landlord shall not choose to exercise,
or by applicable law, shall not be able to exercise, its rights hereunder to terminate this Lease upon the occurrence of such events,
then, in addition to any other rights of Landlord hereunder or by virtue of applicable law, (i) Landlord shall not be obligated to
provide Tenant with any of the utilities or services specified in Paragraph 7, unless Landlord has received compensation in advance
for such utilities or services, and the parties agree that Landlord’s reasonable estimate of the compensation required with respect to
such services shall control, and (ii) neither Tenant, as debtor-in-possession, nor any trustee or other person (hereinafter collectively
referred to as the “Assuming Tenant”) shall be entitled to assume this Lease unless on or before the date of such assumption, the
Assuming Tenant (x) cures, or provides adequate assurance that the latter will promptly cure, any existing default under this Lease,
(y) compensates, or provides adequate assurance that the Assuming Tenant will promptly compensate Landlord for any pecuniary loss
(including, without limitation, attorneys’ fees and disbursements) resulting from such default, and (z) provides adequate assurance of
future performance under this Lease, it being covenanted and agreed by the parties that, for such purposes, any cure or compensation
shall be effected by the immediate payment of any monetary default or any required compensation, or the immediate correction or
bonding of any nonmonetary default. For purposes of this Lease, (i) any “adequate assurance” of such cure or compensation shall be
effected by the establishment of an escrow fund for the amount at issue or by the issuance of a bond, and (ii) “adequate assurance” of
future performance shall be effected by the establishment of an escrow fund for the amount at issue or by the issuance of a bond.
INTENTIONALLY DELETED
(a) Subject to the non-disturbance provisions set forth at the end of this Paragraph 16(a), Tenant agrees that this Lease and the
rights of Tenant hereunder shall be subject and subordinate to any and all deeds of trust, security interests, mortgages, master leases,
ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements
thereof (collectively, “Security Documents”) which now or hereafter constitute a lien upon or affect the Project, the Building or the
Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the
purpose of evidencing or effecting such subordination. In addition, Landlord shall have the right to subordinate or cause to be
subordinated any such Security Documents to this Lease and in such case, in the event of the termination or transfer of Landlord’s
estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall,
notwithstanding such subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such
successor in interest. Furthermore, Tenant shall within fifteen (15) days of demand therefor execute any instruments or other
documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge
and deliver within fifteen (15) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required
by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a
material default hereunder; provided, however, the new landlord or the holder of any Security Document shall agree that Tenant’s
quiet enjoyment of the Premises shall not be disturbed as long as Tenant is not in default under this Lease.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of
foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord
covering the Premises, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly
agrees in writing to be bound to all future obligations by the terms of this Lease, including the non-disturbance provisions set forth in
Paragraph 16(a) above. Tenant hereby waives its rights under any current or future law which gives or purports to give Tenant any
right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event of any such
foreclosure proceeding or sale.
(c) In addition to any statutory lien for Rent in Landlord’s favor, Landlord (the secured party for purposes hereof) shall have and
Tenant (the debtor for purposes hereof) hereby grants to Landlord, an express contract lien and a continuing security interest to secure
the payment of all Rent due hereunder from Tenant, upon
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15. SUBSTITUTION OF PREMISES
16. SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES