8x8 2009 Annual Report Download - page 133

transaction costs incurred by Tenant with respect to this Lease for which Tenant desires to apply the Consultant Fee.
However, in no event shall Landlord have any obligation to disburse the Consultant Fee on or after September 1, 2009.
43. ROOF SPACE FOR DISH/ANTENNA.
43.1 During the initial Term and any extension thereof, Tenant shall have the right to lease space on the roof of
the Building for the purpose of installing (in accordance with Article 6 of this Lease), operating and maintaining
communication antennas and associated communication devices and cabling (the “Dish/Antenna”) to be approved by
Landlord. The location of the space on the roof to be leased by Tenant is referred to herein as the “Roof Space”. Landlord
reserves the right to relocate the Roof Space as reasonably necessary during the Term, so long as such relocation does not
interfere with or diminish the quality of Tenant’ s ability to transmit and receive radio signals, as reasonably determined by
Landlord. Landlord's designation shall take into account Tenant’ s use of the Dish/Antenna. Notwithstanding the foregoing,
Tenant’ s right to install the Dish/Antenna shall be subject to the approval rights of Landlord and Landlord's architect and/or
engineer, which approvals shall not be unreasonably denied, with respect to the plans and specifications of the Dish/Antenna,
the manner in which the Dish/Antenna is attached to the roof of the Building and the manner in which any cables are run to
and from the Dish/Antenna. The precise specifications and a general description of the Dish/Antenna, or any replacements
thereof, along with all documents Landlord reasonably requires to review the installation of the Dish/Antenna (the “Plans and
Specifications”) shall be submitted to Landlord for Landlord’ s written approval no later than twenty (20) days before Tenant
commences to install the Dish/Antenna. Tenant shall be solely responsible for obtaining and maintaining all necessary
governmental and regulatory approvals and for the cost of installing, operating, maintaining and removing the Dish/Antenna.
Tenant shall notify Landlord upon completion of the installation of the Dish/Antenna. If Landlord determines that the
Dish/Antenna equipment does not comply with the approved Plans and Specifications, that the Building has been damaged
during installation of the Dish/Antenna or that the installation was defective, Landlord shall notify Tenant of any
noncompliance or detected problems and Tenant promptly shall cure the defects. If the Tenant fails to immediately cure the
defects, Tenant shall pay to Landlord upon demand the cost, as reasonably determined by Landlord, of correcting any defects
and repairing any damage to the Building caused by such installation. If at any time Landlord, in its sole discretion, deems it
necessary, Tenant shall provide and install, at Tenant's sole cost and expense, appropriate aesthetic screening, reasonably
satisfactory to Landlord, for the Dish/Antenna (the “Aesthetic Screening”).
43.2 Landlord agrees that Tenant, upon reasonable prior written notice to Landlord (except in the event of an
emergency or equipment failure that materially affects Tenant’ s ability to transmit and receive radio signals), shall have
access to the roof of the Building and the Roof Space for the purpose of installing, maintaining, repairing and removing the
Dish/Antenna, the appurtenances and the Aesthetic Screening, if any, all of which shall be performed by Tenant or Tenant’ s
authorized representative or contractors, which shall be reasonably approved by Landlord, at Tenant’ s sole cost and risk. It is
agreed, however, that only authorized engineers, employees or properly authorized contractors of Tenant, FCC (defined
below) inspectors, or persons under their direct supervision will be permitted to have access to the roof of the Building and
the Roof Space. Tenant further agrees to exercise firm control over the people requiring access to the roof of the Building
and the Roof Space in order to keep to a minimum the number of people having access to the roof of the Building and the
Roof Space and the frequency of their visits. It is further understood and agreed that the installation, maintenance, operation
and removal of the Dish/Antenna, the appurtenances and the Aesthetic Screening, if any, is not permitted to damage the
Building or the roof thereof, or interfere with the use of the Building and roof by Landlord. Tenant agrees to be responsible
for any damage caused to the roof or any other part of the Building, which may be caused by Tenant or any Tenant Entity.
43.3 Tenant agrees to install and maintain only equipment of types and frequencies which will not cause
unreasonable interference to Landlord or any other tenant of the Building as determined by Landlord in its good faith prudent
business judgment. In the event Tenant’ s equipment causes such interference, Tenant will change the frequency on which it
transmits and/or receives and take any other steps necessary to eliminate the interference. If said interference cannot be
eliminated within a reasonable period of time, in the reasonable judgment of Landlord, then Tenant shall cease operating the
Dish/Antenna from the Roof Space (except for intermittent testing) until such interference is resolved. Landlord shall make
commercially reasonable efforts to ensure that any new equipment installed on the roofs by other tenants or users does not
have frequencies which causes unreasonable interference to Tenant’ s Dish/Antenna. Tenant shall, at its sole cost and
expense, and at its sole risk, install, operate and maintain the Dish/Antenna in a good and workmanlike manner, and in
compliance with all Building, electric, communication, and safety codes, ordinances, standards, regulations and requirements,
now in effect or hereafter promulgated, of the Federal Government, including, without limitation, the Federal
Communications Commission (the “FCC”), the Federal Aviation Administration (“FAA”) or any successor agency of either
the FCC or FAA having jurisdiction over radio or telecommunications, and of the state, city and county in which the Building
is located. Under this Lease, the Landlord and its agents assume no responsibility for the licensing, operation and/or
maintenance of Tenant's equipment. Tenant has the responsibility of carrying out the terms of its FCC license in all respects.
The Dish/Antenna shall be connected to Landlord’ s power supply in strict compliance with all applicable Building, electrical,
fire and safety codes. Neither Landlord nor any Landlord Entity shall be liable to Tenant for any stoppages or shortages of
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