8x8 2009 Annual Report Download - page 117

electrical systems installed or furnished by Landlord. By taking possession of the Premises, Tenant accepts them as being in
good order, condition and repair and in the condition in which Landlord is obligated to deliver them, except as set forth in the
punch list to be delivered pursuant to Section 2.1. However, notwithstanding the foregoing, Landlord agrees that the base
Building electrical, heating, ventilation and air conditioning and plumbing systems located in the Premises shall be in good
working order as of the date Landlord delivers possession of the Premises to Tenant. Except to the extent caused by the acts
or omissions of Tenant or any Tenant Entities or by any alterations or improvements performed by or on behalf of Tenant, if
such systems are not in good working order and repair as of the date possession of the Premises is delivered to Tenant and
Tenant provides Landlord with notice of the same within three hundred and sixty-five (365) days following the date Landlord
delivers possession of the Premises to Tenant, Landlord shall be responsible for repairing or restoring the same. The
foregoing shall not apply to any inadequacy of the existing HVAC system serving the Premises for Tenant's purposes, as
more particularly addressed in Section 7.5. It is hereby understood and agreed that no representations respecting the
condition of the Premises or the Building have been made by Landlord to Tenant, except as specifically set forth in this
Lease.
7.2 Tenant shall, at all times during the Term, keep the Premises in as good condition and repair as received
excepting damage by fire, or other casualty, and in compliance with all applicable Regulations, promptly complying with all
governmental orders and directives for the correction, prevention and abatement of any violations or nuisances in or upon, or
connected with, the Premises, all at Tenant’ s sole expense.
7.3 Landlord shall not be liable for any failure to make any repairs or to perform any maintenance unless such
failure shall persist for an unreasonable time after written notice of the need of such repairs or maintenance is given to
Landlord by Tenant.
7.4 Except as provided in Article 22, there shall be no abatement of rent and no liability of Landlord by reason
of any injury to or interference with Tenant’ s business arising from the making of any repairs, alterations or improvements in
or to any portion of the Building or the Premises or to fixtures, appurtenances and equipment in the Building. Tenant hereby
waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California
Civil Code, or any similar or successor Regulations or other laws now or hereinafter in effect.
7.5 In the event that Tenant determines within one hundred eighty (180) days after the full and final execution
of this Lease that additional heating, ventilating and air conditioning equipment is reasonably necessary to meet Tenant’ s
needs in the network operations control room (the “NOC Room”), server room or training room located in the Premises (the
“HVAC Work”) and provided that Tenant is not then in default under this Lease beyond applicable notice and cure periods,
Tenant shall provide plans and specifications for the HVAC Work for Landlord’ s reasonable approval, and upon such
approval Landlord shall cause such HVAC Work to be performed. Tenant shall be responsible for the entire cost of the
HVAC Work and shall (i) reimburse Landlord for all such costs as additional rent, or (ii) remit payment directly to the
contractor responsible for performing the HVAC Work, within thirty (30) days of written demand. Notwithstanding the
foregoing, so long as Tenant is not in default under the Lease, within such thirty (30) day period Tenant may request an
allowance of up to $27,060.00 (the “HVAC Allowance”) to be applied by Landlord towards Tenant’ s responsibility for the
costs of the HVAC Work. Any HVAC Allowance paid to or on behalf of Tenant hereunder shall be repaid to Landlord as
additional rent in equal monthly installments throughout the remainder of the initial Term, commencing on the first day of the
first full calendar month following the date the HVAC Allowance is disbursed to Tenant, with interest at one percent (1%) in
excess of the Wall Street Journal prime lending rate announced from time to time. If Tenant is in default under the Lease
after the expiration of applicable cure periods, the entire unpaid balance of the HVAC Allowance paid to or on behalf of
Tenant shall become immediately due and payable and, except to the extent required by applicable law, shall not be subject to
mitigation or reduction in connection with a reletting of the Premises by Landlord. Upon request of Landlord, Tenant shall
execute an amendment to the Lease or other appropriate agreement, prepared by Landlord, evidencing the amount of the
HVAC Allowance requested by Tenant and the repayment schedule relating to Tenant’ s repayment of the HVAC Allowance,
as described herein.
8. LIENS. Tenant shall keep the Premises, the Building and appurtenant land and Tenant’ s leasehold interest in the
Premises free from any liens arising out of any services, work or materials performed, furnished, or contracted for by Tenant,
or obligations incurred by Tenant. In the event that Tenant fails, within ten (10) days following the imposition of any such
lien, to either cause the same to be released of record or provide Landlord with insurance against the same issued by a major
title insurance company or such other protection against the same as Landlord shall accept (such failure to constitute an Event
of Default), Landlord shall have the right to cause the same to be released by such means as it shall deem proper, including
payment of the claim giving rise to such lien. All such sums paid by Landlord and all expenses incurred by it in connection
therewith shall be payable to it by Tenant within five (5) days of Landlord’ s demand.
9. ASSIGNMENT AND SUBLETTING.
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