8x8 2009 Annual Report Download - page 127

24. SALE BY LANDLORD. In event of a sale or conveyance by Landlord of the Building, the same shall operate to
release Landlord from any future liability upon any of the covenants or conditions, expressed or implied, contained in this
Lease in favor of Tenant, and in such event Tenant agrees to look solely to the responsibility of the successor in interest of
Landlord in and to this Lease. Except as set forth in this Article 24, this Lease shall not be affected by any such sale and
Tenant agrees to attorn to the purchaser or assignee. If any security has been given by Tenant to secure the faithful
performance of any of the covenants of this Lease, Landlord may transfer or deliver said security, as such, to Landlord’ s
successor in interest and thereupon Landlord shall be discharged from any further liability with regard to said security.
25. ESTOPPEL CERTIFICATES. Within ten (10) business days following any written request which Landlord may
make from time to time, Tenant shall execute and deliver to Landlord or mortgagee or prospective mortgagee a sworn
statement certifying: (a) the date of commencement of this Lease; (b) the fact that this Lease is unmodified and in full force
and effect (or, if there have been modifications to this Lease, that this Lease is in full force and effect, as modified, and
stating the date and nature of such modifications); (c) the date to which the rent and other sums payable under this Lease have
been paid; (d) the fact that there are no current defaults under this Lease by either Landlord or Tenant except as specified in
Tenant’ s statement; and (e) such other matters as may be reasonably requested by Landlord pertaining to the status of the
Lease. Landlord and Tenant intend that any statement delivered pursuant to this Article 25 may be relied upon by any
mortgagee, beneficiary or purchaser. Tenant irrevocably agrees that if Tenant fails to execute and deliver such certificate
within such ten (10) business day period Landlord or Landlord’ s beneficiary or agent may execute and deliver such certificate
on Tenant’ s behalf, and that such certificate shall be fully binding on Tenant.
26. SURRENDER OF PREMISES.
26.1 Tenant shall arrange to meet Landlord for two (2) joint inspections of the Premises, the first to occur at
least thirty (30) days (but no more than sixty (60) days) before the last day of the Term, and the second to occur not later than
forty-eight (48) hours after Tenant has vacated the Premises. In the event of Tenant’ s failure to arrange such joint inspections
and/or participate in either such inspection, Landlord’ s inspection at or after Tenant’ s vacating the Premises shall be
conclusively deemed correct for purposes of determining Tenant’ s responsibility for repairs and restoration.
26.2 All alterations, additions, and improvements in, on, or to the Premises made or installed by or for Tenant,
including, without limitation, carpeting (collectively, “Alterations”), shall be and remain the property of Tenant during the
Term. Upon the expiration or sooner termination of the Term, all Alterations shall become a part of the realty and shall
belong to Landlord without compensation, and title shall pass to Landlord under this Lease as by a bill of sale. At the end of
the Term or any renewal of the Term or other sooner termination of this Lease, Tenant will peaceably deliver up to Landlord
possession of the Premises, together with all Alterations by whomsoever made, in the same condition received or first
installed, broom clean and free of all debris, excepting only ordinary wear and tear and damage by fire or other casualty.
Notwithstanding the foregoing, and provided that Landlord did not elect for removal at the time of Landlord’ s consent
pursuant to Section 6.4 above, if Landlord elects by notice given to Tenant at least ninety (90) days prior to expiration of the
Term, Tenant shall, at Tenant’ s sole cost, remove any Alterations, including carpeting, so designated by Landlord’ s notice,
and repair any damage caused by such removal; provided, however, Landlord’ s failure to elect shall be deemed an
affirmative obligation on Tenant to remove such Alterations, and Tenant must, at Tenant’ s sole cost, remove upon
termination of this Lease, any and all of Tenant’ s furniture, furnishings, equipment, movable partitions of less than full height
from floor to ceiling and other trade fixtures and personal property, as well as all data/telecommunications cabling and wiring
installed by or on behalf of Tenant, whether inside walls, under any raised floor or above any ceiling (collectively,
“Personalty”). Personalty not so removed shall be deemed abandoned by the Tenant and title to the same shall thereupon
pass to Landlord under this Lease as by a bill of sale, but Tenant shall remain responsible for the cost of removal and disposal
of such Personalty, as well as any damage caused by such removal. In the event Tenant fails to remove Alterations and
Personalty and repair the Premises on or before the termination or expiration of the Lease and otherwise as aforesaid,
Landlord may perform such work on Tenant’ s behalf and Tenant shall reimburse Landlord the actual out of pocket cost
incurred by Landlord in connection with such work. The foregoing reimbursement shall be payable by Tenant as additional
rent hereunder within ten (10) days of notice from Landlord (which notice shall be accompanied by documented evidence of
such costs incurred by Landlord).
26.3 All obligations of Tenant under this Lease not fully performed as of the expiration or earlier termination of
the Term shall survive the expiration or earlier termination of the Term. Upon the expiration or earlier termination of the
Term, Tenant shall pay to Landlord the amount, as estimated by Landlord, necessary to repair and restore the Premises as
provided in this Lease and/or to discharge Tenant’ s obligation for unpaid amounts due or to become due to Landlord. All
such amounts shall be used and held by Landlord for payment of such obligations of Tenant, with Tenant being liable for any
additional costs upon demand by Landlord, or with any excess to be returned to Tenant after all such obligations have been
determined and satisfied. Any otherwise unused Security Deposit shall be credited against the amount payable by Tenant
under this Lease.
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