Health Net 2009 Annual Report Download - page 467

(iii) If the difference between the two appraisers’ determinations is greater than 10%, then, within 10 days of the date the
second determination is submitted to the parties, the two appraisers will designate a third appraiser who must also meet the
qualifications set forth in subparagraph (i) above. The sole responsibility of the third appraiser will be to determine which of the
determinations made by the first two appraisers is most accurate. The third appraiser has no right to propose a middle ground or
any modification of either of the determinations, made by the first two appraisers. The third appraiser’s choice will be submitted
to the parties within 20 days after his or her selection. Such determination will bind both of the parties and will establish the
Basic Annual Rent for the Premises during the Extension Term.
(iv) Each party will pay the fees and expenses of the appraiser selected by it, and they will pay equal shares of the fees and
expenses of the third appraiser.
(c) The determination of Basic Annual Rent does not reduce the Tenant’s obligation to pay or reimburse Landlord for Operating
Costs and other reimbursable items as set forth in the Lease, and Tenant shall reimburse and pay Landlord as set forth in the Lease
with respect to such Operating Costs and other items with respect to the Premises during the Extension Term without regard to any
cap on such expenses set forth in the Lease.
(d) Except for the Basic Annual Rent as determined above, Tenant’s occupancy of the Premises during the Extension Term shall
be on the same terms and conditions as are in effect immediately prior to the expiration of the initial Lease Term; provided, however,
Tenant shall have no further right to any allowances, credits or abatements or any options to expand, contract, terminate, renew or
extend the Lease, except as otherwise set forth in the Lease.
(e) If Tenant does not give the Extension Notice within the period set forth in Paragraph (a) above, Tenant’s right to extend the
Lease Term shall automatically terminate. Time is of the essence as to the giving of the Extension Notice.
(f) Landlord shall have no obligation to refurbish or otherwise improve the Premises for the Extension Term. The Premises shall
be tendered on the Commencement Date of the Extension Term in “as-is” condition.
(g) If the Lease is extended for the Extension Term, then Landlord shall prepare and Tenant shall execute a commercially
reasonable form of amendment to the Lease confirming the extension of the Lease Term and the other provisions applicable thereto
(the “Amendment”).
(h) If Tenant exercises its right to extend the term of the Lease for the Extension Term pursuant to this Addendum, the term
“Lease Term” as used in the Lease, shall be construed to include, when practicable, the Extension Term except as provided in
Paragraph (d) above.
ONE-2