Health Net 2009 Annual Report Download - page 456

all goods, wares, equipment, fixtures, furniture, inventory and other personal property of Tenant (and any transferees or other
occupants of the Premises) presently or hereafter situated on the Premises and upon all proceeds of any insurance which may accrue
to Tenant by reason of damage or destruction of any such property. In the event of a default under this Lease, Landlord shall have, in
addition to any other remedies provided herein or by law, all rights and remedies under the Uniform Commercial Code of the state in
which the Premises is located, including without limitation the right to sell the property described in this paragraph at public or
private sale upon ten (10) days’ notice to Tenant, which notice Tenant hereby agrees is adequate and reasonable. Tenant hereby
agrees to execute such other instruments necessary or desirable in Landlord’s discretion to perfect the security interest hereby created.
Any statutory lien for Rent is not hereby waived, the express contractual lien herein granted being in addition and supplementary
thereto. Landlord and Tenant agree that this Lease and the security interest granted herein serve as a financing statement, and a copy
or photographic or other reproduction of this paragraph of this Lease may be filed of record by Landlord and have the same force and
effect as the original. Tenant warrants and represents that the collateral subject to the security interest granted herein is not purchased
or used by Tenant for personal, family or household purposes. Tenant further warrants and represents to Landlord that the lien granted
herein constitutes a first and superior lien and that Tenant will not allow the placing of any other lien upon any of the property
described in this paragraph without the prior written consent of Landlord. Notwithstanding the provisions of this Paragraph 16(c) to
the contrary, if Tenant desires to obtain a loan secured by Tenant’s personal property in the Premises and requests that Landlord
execute a lien waiver in connection therewith, Landlord may, in its sole discretion, based upon Landlord’s review of Tenant’s
financial condition, agree to subordinate its lien rights to the rights of Tenant’s lender pursuant to a lien subordination on Landlord’s
standard form, provided that Tenant delivers such request in writing to Landlord. Nothing in this Paragraph 16(c) shall permit Tenant
to encumber its leasehold interest in the Premises.
(d) Tenant shall, upon not less than twenty (20) days’ prior notice by Landlord, execute, acknowledge and deliver to Landlord a
statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective
purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is
unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and
stating the modifications), (ii) the dates to which the Basic Annual Rent, Additional Rent and other charges hereunder have been paid,
if any, and (iii) whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement
or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the
statement attached hereto as Exhibit E is hereby approved by Tenant for use pursuant to this subparagraph (d); however, at Landlord’s
option, Landlord shall have the right to use other forms for such purpose, provided such other forms are substantially similar to
Exhibit E. Tenant’s failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a
material default under this Lease. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective
purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer thereof or any assignee
of any such encumbrance upon the Building or the Project.
(a) In the event of a sale or conveyance by Landlord of the Building or the Project, Landlord shall be released from any and all
liability under this Lease. If the Security Deposit has been made by Tenant prior to such sale or conveyance, Landlord shall transfer
the Security Deposit to the purchaser, and upon delivery to Tenant of notice thereof, Landlord shall be discharged from any further
liability in reference thereto.
(b) Landlord shall not be in default of any obligation of Landlord hereunder unless Landlord fails to perform any of its
obligations under this Lease within thirty (30) days after receipt of written notice of such failure from Tenant; provided, however, that
if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, Landlord shall not be in
default if Landlord commences to cure such default within the thirty (30) day period and thereafter diligently prosecutes the same to
completion. All obligations of Landlord under this Lease will be binding upon Landlord only during the period of its ownership of the
Premises and not thereafter. All obligations of Landlord hereunder shall be construed as covenants, not conditions; and, except as may
be otherwise expressly provided in this Lease, Tenant may not terminate this Lease for breach of Landlord’s obligations hereunder,
but except as otherwise specifically provided in this Lease, Tenant shall be entitled to all other remedies available at law or in equity.
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17. SALE BY LANDLORD; TENANT’S REMEDIES; NONRECOURSE LIABILITY