8x8 2009 Annual Report Download - page 134

electrical power furnished to the Dish/Antenna or the Roof Space because of any act, omission or requirement of the public
utility serving the Building, or the act or omission of any other tenant, invitee or licensee or their respective agents,
employees or contractors, or for any other cause beyond the reasonable control of Landlord, and Tenant shall not be entitled
to any rental abatement for any such stoppage or shortage of electrical power. Neither Landlord any Landlord Entity shall
have any responsibility or liability for the conduct or safety of any of Tenant's representatives, repair, maintenance and
engineering personnel while in or on any part of the Building or the Roof Space.
43.4 The Dish/Antenna, the appurtenances and the Aesthetic Screening, if any, shall remain the personal
property of Tenant, and shall be removed by Tenant at its own expense at the expiration or earlier termination of this Lease or
Tenant’ s right to possession hereunder. Tenant shall repair any damage caused by such removal, including the patching of
any holes to match, as closely as possible, the color surrounding the area where the equipment and appurtenances were
attached. Tenant agrees to maintain all of the Tenant’ s equipment placed on or about the roof or in any other part of the
Building in proper operating condition and maintain same in satisfactory condition as to appearance and safety in Landlord’ s
sole discretion. Such maintenance and operation shall be performed in a manner to avoid any interference with any other
tenants or Landlord. Tenant agrees that at all times during the Term, it will keep the roof of the Building and the Roof Space
free of all trash or waste materials produced by Tenant or Tenant’ s agents, employees or contractors.
43.5 In light of the specialized nature of the Dish/Antenna, Tenant shall be permitted to utilize the services of its
choice for installation, operation, removal and repair of the Dish/Antenna, the appurtenances and the Aesthetic Screening, if
any, subject to the reasonable approval of Landlord. Notwithstanding the foregoing, Tenant must provide Landlord with
prior written notice of any such installation, removal or repair and coordinate such work with Landlord in order to avoid
voiding or otherwise adversely affecting any warranties granted to Landlord with respect to the roof. If necessary, Tenant, at
its sole cost and expense, shall retain any contractor having a then existing warranty in effect on the roof to perform such
work (to the extent that it involves the roof), or, at Tenant's option, to perform such work in conjunction with Tenant's
contractor. In the event the Landlord contemplates roof repairs that could affect Tenant’ s Dish/Antenna, or which may result
in an interruption of the Tenant’ s telecommunication service, Landlord shall formally notify Tenant at least thirty (30) days
in advance (except in cases of an emergency) prior to the commencement of such contemplated work in order to allow
Tenant to make other arrangements for such service.
43.6 Tenant shall not allow any provider of telecommunication, video, data or related services (“Communication
Services”) to locate any equipment on the roof of the Building or in the Roof Space for any purpose whatsoever, nor may
Tenant use the Roof Space and/or Dish/Antenna to provide Communication Services to an unaffiliated tenant, occupant or
licensee of another building, or to facilitate the provision of Communication Services on behalf of another Communication
Services provider to an unaffiliated tenant, occupant or licensee of the Building or any other building. Tenant acknowledges
that Landlord may at some time establish a standard license agreement (the “License Agreement”) with respect to the use of
roof space by tenants of the Building. Tenant, upon request of Landlord, shall enter into such License Agreement with
Landlord provided that such agreement does not materially or adversely alter the rights of Tenant hereunder with respect to
the Roof Space. Tenant specifically acknowledges and agrees that the terms and conditions of Article 10 of this Lease shall
apply with full force and effect to the Roof Space and any other portions of the roof accessed or utilized by Tenant, its
representatives, agents, employees or contractors.
43.7 If Tenant defaults under any of the terms and conditions of this Section or this Lease, and Tenant fails to
cure said default within the time allowed by Article 18 of this Lease, Landlord shall be permitted to exercise all remedies
provided under the terms of this Lease, including removing the Dish/Antenna, the appurtenances and the Aesthetic
Screening, if any, and restoring the Building and the Roof Space to the condition that existed prior to the installation of the
Dish/Antenna, the appurtenances and the Aesthetic Screening, if any. If Landlord removes the Dish/Antenna, the
appurtenances and the Aesthetic Screening, if any, as a result of an uncured default, Tenant shall be liable for all costs and
expenses Landlord incurs in removing the Dish/Antenna, the appurtenances and the Aesthetic Screening, if any, and repairing
any damage to the Building, the roof of the Building and the Roof Space caused by the installation, operation or maintenance
of the Dish/Antenna, the appurtenances, and the Aesthetic Screening, if any. Tenant’ s rights pursuant to this Article 43 are
personal to the named Tenant under this Lease and assignees or subtenant consented to by Landlord pursuant to Article 9
above, and are not otherwise transferable.
44. RIGHT OF FIRST OPPORTUNITY. In the event that Landlord determines that it will sell the Building to an
unrelated third-party and will imminently commence marketing efforts to sell the Building to an unrelated third-party,
Landlord shall provide a written notice of such intended sale to Tenant and, within ten (10) days following Landlord’ s notice
to Tenant, Tenant may provide to Landlord a formal offer to purchase the Building (the “Purchase Offer”). The Purchase
Offer shall contain all material terms of Tenant’ s offer, including, without limitation, the proposed purchase price, earnest
money deposit, timing of close of transaction and any other material terms. Landlord hereby agrees to use good faith in
considering Tenant’ s Purchase Offer prior to accepting any other offers to purchase the Building. Landlord shall have no
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