Health Net 2009 Annual Report Download - page 463

(aa) Office and Communications Services. Landlord has advised Tenant that certain office and communications services may be
offered to tenants of the Building by a concessionaire under contract to Landlord (“Provider”). Tenant shall be permitted to contract
with Provider for the provision of any or all of such services on such terms and conditions as Tenant and Provider may agree. Tenant
acknowledges and agrees that: (i) Landlord has made no warranty or representation to Tenant with respect to the availability of any
such services, or the quality, reliability or suitability thereof; (ii) the Provider is not acting as the agent or representative of Landlord
in the provision of such services, and Landlord shall have no liability or responsibility for any failure or inadequacy of such services,
or any equipment or facilities used in the furnishing thereof, or any act or omission of Provider, or its agents, employees,
representatives, officers or contractors; (iii) Landlord shall have no responsibility or liability for the installation, alteration, repair,
maintenance, furnishing, operation, adjustment or removal of any such services, equipment or facilities; and (iv) any contract or other
agreement between Tenant and Provider shall be independent of this Lease, the obligations of Tenant hereunder, and the rights of
Landlord hereunder, and, without limiting the foregoing, no default or failure of Provider with respect to any such services,
equipment or facilities, or under any contract or agreement relating thereto, shall have any effect on this Lease or give to Tenant any
offset or defense to the full and timely performance of its obligations hereunder, or entitle Tenant to any abatement of rent or
additional rent or any other payment required to be made by Tenant hereunder, or constitute any accrual or constructive eviction of
Tenant, or otherwise give rise to any other claim of any nature against Landlord.
(bb) Counterparts. This Lease may be executed in several counterparts, each of which shall be deemed an original, and all of
which shall constitute but one and the same instrument.
(cc) OFAC Compliance
(i) Certification. Tenant certifies, represents, warrants and covenants that:
(A) It is not acting and will not act, directly or indirectly, for or on behalf of any person, group, entity, or nation
named by any Executive Order or the United States Treasury Department as a terrorist, “Specially Designated National and
Blocked Person”, or other banned or blocked person, entity, nation or transaction pursuant to any law, order, rule, or
regulation that is enforced or administered by the Office of Foreign Assets Control; and
(B) It is not engaged in this transaction, directly or indirectly on behalf of, or instigating or facilitating this
transaction, directly or indirectly on behalf of, any such person, group, entity or nation.
(ii) Indemnity. Tenant hereby agrees to defend (with counsel reasonably acceptable to Landlord), indemnify and hold
harmless Landlord and the Landlord Indemnitees from and against any and all Claims arising from or related to any such breach
of the foregoing certifications, representations, warranties and covenants.
(dd) Signage. Provided that (x) Tenant is the Tenant originally named herein (or an Approved Entity), (y) Tenant (or an
Approved Entity) is leasing and actually occupies at least at least 34,000 square feet of Rentable Area in the Building under this
Lease, and (z) no event of default or event which but for the passage of time or the giving of notice, or both, would constitute an event
of default has occurred and is continuing, Tenant shall be entitled to retain the right to its monument and exterior signage as the same
exists as of the Date of this Lease (“Tenant’s Exterior Signage”). Tenant shall be solely responsible for the cost and expense of
obtaining and maintaining any necessary permits for Tenant’s Exterior Signage and any sign licenses related thereto, and for the cost
and expense of maintenance and utilities for Tenant’s Exterior Signage (including all metered electrical usage). Additionally, Tenant
shall maintain Tenant’s Exterior Signage in a first class manner in accordance with all applicable Laws. All rights and remedies of
Landlord under the Lease (including, without limitation, Landlord’s self-help remedies) shall apply in the event Tenant fails to
maintain Tenant’s Exterior Signage as herein required. Upon the expiration or earlier termination of the Lease, Tenant shall pay all
costs associated with the removal of Tenant’s Exterior Signage and the restoration of the area of the Project where Tenant’s Exterior
Signage is located to as near its original condition as may then be reasonably required by Landlord. The terms and provisions of this
paragraph shall survive the expiration or earlier termination of this Lease.
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