Health Net 2009 Annual Report Download - page 458

(b) Subject to subparagraph (c) below and the remaining provisions of this Lease, Tenant shall have the nonexclusive right, in
common with others, to the use of such entrances, lobbies, restrooms, elevators, ramps, drives, stairs, and similar access ways and
service ways and other common areas and facilities in and adjacent to the Building and the Project as are designated from time to time
by Landlord for the general nonexclusive use of Landlord, Tenant and the other tenants of the Project and their respective employees,
agents, representatives, licensees and invitees (“Common Areas”). The use of such Common Areas shall be subject to the rules and
regulations contained herein and the provisions of any covenants, conditions and restrictions affecting the Building or the Project.
Tenant shall keep all of the Common Areas free and clear of any obstructions created or permitted by Tenant or resulting from
Tenant’s operations, and shall use the Common Areas only for normal activities, parking and ingress and egress by Tenant and its
employees, agents, representatives, licensees and invitees to and from the Premises, the Building or the Project. If, in the reasonable
opinion of Landlord, unauthorized persons are using the Common Areas by reason of the presence of Tenant in the Premises, Tenant,
upon demand of Landlord, shall correct such situation by appropriate action or proceedings against all such unauthorized persons.
Nothing herein shall affect the rights of Landlord at any time to remove any such unauthorized persons from said areas or to prevent
the use of any of said areas by unauthorized persons. Landlord reserves the right to make such changes, alterations, additions,
deletions, improvements, repairs or replacements in or to the Building, the Project (including the Premises) and the Common Areas as
Landlord may reasonably deem necessary or desirable, including, without limitation, constructing new buildings and making changes
in the location, size, shape and number of driveways, entrances, parking spaces, parking areas, loading areas, landscaped areas and
walkways; provided, however, that there shall be no unreasonable permanent obstruction of access to or use of the Premises resulting
therefrom. In the event that the Project is not completed on the date of execution of this Lease, Landlord shall have the sole judgment
and discretion to determine the architecture, design, appearance, construction, workmanship, materials and equipment with respect to
construction of the Project. Notwithstanding any provision of this Lease to the contrary, the Common Areas shall not in any event be
deemed to be a portion of or included within the Premises leased to Tenant and the Premises shall not be deemed to be a portion of
the Common Areas. This Lease is granted subject to the terms hereof, the rights and interests of third parties under existing liens,
ground leases, easements and encumbrances affecting such property, all zoning regulations, rules, ordinances, building restrictions
and other laws and regulations now in effect or hereafter adopted by any governmental authority having jurisdiction over the Project
or any part thereof.
(c) Notwithstanding any provision of this Lease to the contrary, Landlord specifically reserves the right to redefine the term
“Project” for purposes of allocating and calculating Operating Costs so as to include or exclude areas as Landlord shall from time to
time determine or specify (and any such determination or specification shall be without prejudice to Landlord’s right to revise
thereafter such determination or specification). In addition, Landlord shall have the right to contract or otherwise arrange for
amenities, services or utilities (the cost of which is included within Operating Costs) to be on a common or shared basis to both the
Project (i.e., the area with respect to which Operating Costs are determined) and adjacent areas not included within the Project, so
long as the basis on which the cost of such amenities, services or utilities is allocated to the Project is determined on an arms-length
basis or some other basis reasonably determined by Landlord. In the case where the definition of the Project is revised for purposes of
the allocation or determination of Operating Costs, Tenant’s Proportionate Share shall be appropriately revised to equal the
percentage share of all Rentable Area contained within the Project (as then defined) represented by the Premises. Notwithstanding the
foregoing, Landlord agrees that in no event shall Tenant’s Proportionate Share of Operating Costs increase due to Landlord redefining
the term “Project.” Landlord shall have the sole right to determine which portions of the Project and other areas, if any, shall be
served by common management, operation, maintenance and repair. Landlord shall also have the right, in its sole discretion, to
allocate and prorate any portion or portions of the Operating Costs on a building-by-building basis, on an aggregate basis of all
buildings in the Project, or any other reasonable manner, and if allocated on a building-by-building basis, then Tenant’s Proportionate
Share shall, as to the portion of the Operating Costs so allocated, be based on the ratio of the Rentable Area of the Premises to the
Rentable Area of the Building.
(a) Attorneys’ Fees. In the event of any legal action or proceeding brought by either party against the other arising out of this
Lease, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs (including, without limitation, court costs
and expert witness fees) incurred in such action. Such amounts shall be included in any judgment rendered in any such action or
proceeding. Any reference in this Lease to attorneys’ fees shall include, without limitation, fees at trial, on appeal, or in a bankruptcy
or similar proceeding.
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19. MISCELLANEOUS