Common use of Improvements to the Premises Clause in Contracts

Improvements to the Premises. All improvements to the Premises desired by Lessee shall be made by Lessee at Lessee's sole cost. Lessor Shall make no improvements to the Premises and shall deliver possession of the Premises to Lessee in an "as is" condition. Lessee accepts possession of the Premises in their "as is" condition and hereby waives any right or claim against Lessor for any cause directly or indirectly arising out of the condition of the Premises, appurtenances thereto, or the improvements or equipment therein, and Lessor shall not be liable for any latent or patent defects therein. Nothing contained in this paragraph, however, shall be deemed to limit Lessor's obligation to repair the Premises wherever such obligation is expressly set forth in the Lease. All improvements to the Premises being made by Lessee shall be considered as Alterations or Utility Installations as such terms are defined in Paragraph 7.3 of the Lease, and Lessee shall carefully adhere to all obligations and procedures therefore set out in said Paragraph 7.3 and Paragraph 7.4 of the Lease, including but not limited to the preparation of improvements plans, obtaining Lessor's consent to such plans and obtaining governmental approvals. After submission to it of Lessee's plans, Lessor shall have five (5) business days to examine and approve them. If Lessor disapproves Lessee's plans, it shall deliver a written statement to Lessee within five (5) business day period setting forth its objections in reasonable detail. In the event Lessor does not deliver such written objections to Lessee with such five (5) business day period, Lessor shall be deemed to have approved Lessee's plans. Lessee shall only use contractors and subcontractors which have procured, paid for and maintained public liability insurance in an amount not less than $1,000,000,00 and which are licensed in the State of California. Prior to commencement of such work, Lessee shall cause each of its contractors and subcontractors to furnish Lessee with a certificate from their respective public liability insurers evidencing such coverage, naming Lessor as an additional insured and providing for severability of interests or containing a cross-liability endorsement. Lessee shall, upon final completion of its work, furnish Lessor with all certificates, lien releases and approvals relating to any work or installations performed by Lessee that may be required by any governmental or insurance requirements.

Improvements to the Premises. All a. Tenant agrees to accept the Fourth Floor Ascend Premises, the EarthLink Sublease Premises, and the Third and Fourth Floors Ascend Premises (each, an “Expansion Premises”) in their “as is” condition as of the respective delivery dates, subject to the expansion premises being in the Ascend Expansion Premises Delivery Condition and the Third and Fourth Floors Ascend Premises Delivery Condition, respectively, as required hereunder. Landlord shall reimburse Tenant up to the amount of the Tenant Allowance (hereafter defined) for improvements and modifications to the Existing Premises and respective Expansion Premises (including any soft costs relating thereto), which improvements and modifications shall only be made after Tenant complies with the provisions of Section 6.1.15 of the Lease, as modified by this First Amendment. Tenant understands that the modifications to the Existing Premises and each Expansion Premises will take place while Tenant is in possession of the Existing Premises and the respective Expansion Premises. Provided that no uncured default then exists, Landlord shall reimburse Tenant from the Tenant Allowance for the cost of improvements made to the Premises, provided that such reimbursement shall not exceed, in the aggregate, the Tenant Allowance. The Tenant Allowance shall be available to Tenant in monthly installments upon timely submission of Tenant’s statement with all required lien waivers and certificates as provided below as construction of the improvements to the Premises desired progresses and Tenant incurs expenses toward which the Tenant Allowance may be applied. Each statement delivered by Lessee Tenant shall show, in reasonable detail, all costs incurred and shall be accompanied by the general contractor’s requisition and a lien waiver from the general contractor, certifying that all payments then due such contractor and to subcontractors, laborers, materialmen and subcontractors under it have been made, except the amounts then being requisitioned. All contract documents and requisitions submitted by Tenant for reimbursement from the Tenant Allowance relating to design and construction shall be in the then current AIA format. Disbursement shall be made by Lessee at Lessee's sole cost. Lessor Shall make no improvements to from the Premises Tenant Allowance on or before thirty (30) days after Landlord receives Tenant’s complete and shall deliver possession of the Premises to Lessee in an "as is" condition. Lessee accepts possession of the Premises in their "as is" condition and hereby waives any right or claim against Lessor for any cause directly or indirectly arising out of the condition of the Premises, appurtenances thereto, or the improvements or equipment therein, and Lessor shall not be liable for any latent or patent defects therein. Nothing contained in this paragraph, however, shall be deemed to limit Lessor's obligation to repair the Premises wherever such obligation is expressly set forth in the Lease. All improvements to the Premises being made by Lessee shall be considered as Alterations or Utility Installations as such terms are defined in Paragraph 7.3 of the Lease, and Lessee shall carefully adhere to correct statements with all obligations and procedures therefore set out in said Paragraph 7.3 and Paragraph 7.4 of the Lease, including but not limited to the preparation of improvements plans, obtaining Lessor's consent to such plans and obtaining governmental approvals. After submission to it of Lessee's plans, Lessor shall have five (5) business days to examine and approve them. If Lessor disapproves Lessee's plans, it shall deliver a written statement to Lessee within five (5) business day period setting forth its objections in reasonable detailrequired supporting documentation. In the event Lessor does any portion of the Tenant Allowance is not deliver used by Tenant for the above-described improvements within thirty-six (36) months after the Third and Fourth Floors Ascend Premises Commencement Date, Tenant shall forfeit any right it may have to such written objections to Lessee with such five (5) business day period, Lessor shall be deemed to have approved Lessee's plans. Lessee shall only use contractors and subcontractors which have procured, paid for and maintained public liability insurance in an amount not less than $1,000,000,00 and which are licensed in unused portion of the State of California. Prior to commencement of such work, Lessee shall cause each of its contractors and subcontractors to furnish Lessee with a certificate from their respective public liability insurers evidencing such coverage, naming Lessor as an additional insured and providing for severability of interests or containing a cross-liability endorsement. Lessee shall, upon final completion of its work, furnish Lessor with all certificates, lien releases and approvals relating to any work or installations performed by Lessee that may be required by any governmental or insurance requirementsTenant Allowance.

Improvements to the Premises. All improvements to the Premises desired by Lessee A. Tenant shall be made by Lessee at Lessee's sole cost. Lessor Shall make no improvements to the Premises and shall deliver retain possession of the Premises to Lessee on the Extension Term Commencement Date in an "its then “as-is” condition, and, except as is" condition. Lessee accepts possession of the Premises in their "as is" condition and hereby waives any right or claim against Lessor for any cause directly or indirectly arising out of the condition of the Premises, appurtenances thereto, or the improvements or equipment therein, and Lessor shall not be liable for any latent or patent defects therein. Nothing contained in this paragraph, however, shall be deemed to limit Lessor's obligation to repair the Premises wherever such obligation is expressly set forth in the Lease. All this Xxxxxxxxx 0, Xxxxxxxx shall have no obligation to perform or pay for any work, improvements or alterations in or to the Premises being made by Lessee shall be considered as Alterations in connection with this First Amendment or Utility Installations as such terms are defined otherwise. Notwithstanding the foregoing and provided that Tenant is not then in Paragraph 7.3 default of its obligations under the Lease, Landlord shall install in the Premises, at Tenant’s sole cost and Lessee shall carefully adhere expense, subject to all obligations and procedures therefore set out in said Paragraph 7.3 and Paragraph 7.4 application of the Refurbishment Allowance (hereinafter defined), the improvements and alterations (the “Tenant Improvements”) described in the plans and specifications prepared by Tenant’s architect and approved by Landlord (the “Tenant’s Plans”). Landlord shall provide Tenant with an allowance of up to Seven Hundred Thirty-One Thousand Five Hundred Eighty-One and 50/100 Dollars ($731,581.50) (or Nineteen and 50/100 Dollars ($19.50) per rentable square foot of the Premises) (the “Refurbishment Allowance”) to pay for costs and expenses incurred by Tenant in connection with the design and construction of the Tenant Improvements. Once Landlord has approved the Tenant’s Plans, Landlord shall bid the Tenant Improvements work to three (3) general contractors selected by Landlord who are licensed in Virginia (the “Approved Bidders”). Upon HOLLAND & KNIGHT llp Landlord’s receipt of fixed price bids from those of the Approved Bidders which intend to submit bids for the construction of the Tenant Improvements, Tenant shall select the contractor which shall undertake construction of the Tenant Improvements (the “Contractor”) from among the Approved Bidders which Landlord determines have submitted conforming bids. Subject to Landlord’s approval of the Tenant’s Plans, construction of the Tenant Improvements work may commence at any time after the Effective Date. Landlord shall disburse portions of the Refurbishment Allowance from time-to-time as Landlord incurs costs in connection with the construction of the Tenant Improvements. The Tenant’s Plans prepared by Tenant’s architect shall be subject to Landlord’s approval in accordance with the terms and conditions of the Original Lease, including but not limited without limitation those set forth in Article 5 thereof (captioned, “Alterations”); provided that Landlord shall approve or reject in its sole discretion all Tenant Improvements proposed by Tenant which affect the base Building or the mechanical, electrical, plumbing or other any base Building system therein. The Refurbishment Allowance shall be used by Tenant solely to pay for the cost of constructing the Tenant Improvements in the Premises, except as otherwise expressly permitted pursuant to the preparation terms and conditions of improvements plansParagraph 4.C, obtaining Lessor's consent to such plans and obtaining governmental approvals. After submission to it of Lessee's plans, Lessor shall have five (5) business days to examine and approve them. If Lessor disapproves Lessee's plans, it shall deliver a written statement to Lessee within five (5) business day period setting forth its objections in reasonable detail. In the event Lessor does not deliver such written objections to Lessee with such five (5) business day period, Lessor shall be deemed to have approved Lessee's plans. Lessee shall only use contractors and subcontractors which have procured, paid for and maintained public liability insurance in an amount not less than $1,000,000,00 and which are licensed in the State of California. Prior to commencement of such work, Lessee shall cause each of its contractors and subcontractors to furnish Lessee with a certificate from their respective public liability insurers evidencing such coverage, naming Lessor as an additional insured and providing for severability of interests or containing a cross-liability endorsement. Lessee shall, upon final completion of its work, furnish Lessor with all certificates, lien releases and approvals relating to any work or installations performed by Lessee that may be required by any governmental or insurance requirementsbelow.

Improvements to the Premises. All improvements Landlord shall, at Landlord’s sole cost and expense, using Building standard methods, materials, and finishes, cause the following work (the “Landlord Work”) to be performed in the Premises desired Premises: (i) recarpeting of the carpeted floors of the Premises, with Building standard carpet, in a Building standard color, to be selected by Lessee shall be made by Lessee at Lessee's sole cost. Lessor Shall make no improvements Tenant upon request from Landlord, subject to availability; and (ii) repainting of the Premises and shall deliver possession painted walls of the Premises using one (1) coat of Building standard paint, in a Building standard color selected by Tenant upon demand by Landlord, subject to Lessee availability. The existing leasehold improvements, as modified by the Landlord Work, may be collectively referred to herein as the “Tenant Improvements”. For purposes of this Lease, “Substantial Completion” of the Landlord Work shall occur upon the completion of the Landlord Work, with the exception of any punch list items and any tenant fixtures, work-stations, built-in an "furniture, or equipment to be installed by Tenant. Except as is" condition. Lessee accepts possession of specifically set forth in this Lease, Tenant hereby agrees to accept the Premises in their "as its “as-is" ” condition and Tenant hereby waives any right acknowledges that Landlord shall not be obligated to provide or claim against Lessor pay for any cause directly improvement work or indirectly arising out services related to the improvement of the Premises. Tenant also acknowledges that Landlord has made no representation or warranty regarding the condition of the Premises. Notwithstanding the foregoing, appurtenances theretoLandlord covenants that on the Commencement Date, or the improvements or equipment thereinheating, ventilating and air-conditioning, mechanical, and Lessor shall not be liable for any latent or patent defects therein. Nothing contained in this paragraph, however, electrical systems serving the Premises shall be deemed to limit Lessor's obligation to repair in good working order, and the components of the fire, life safety, and sprinkler systems located in the Premises wherever such obligation is expressly set forth in the Lease. All improvements to the Premises being made by Lessee shall be considered as Alterations or Utility Installations as such terms are defined in Paragraph 7.3 of the Lease, and Lessee shall carefully adhere to all obligations and procedures therefore set out in said Paragraph 7.3 and Paragraph 7.4 of the Lease, including but not limited to the preparation of improvements plans, obtaining Lessor's consent to such plans and obtaining governmental approvals. After submission to it of Lessee's plans, Lessor shall have five (5) business days to examine and approve them. If Lessor disapproves Lessee's plans, it shall deliver a written statement to Lessee within five (5) business day period setting forth its objections in reasonable detail. In the event Lessor does not deliver such written objections to Lessee compliance with such five (5) business day period, Lessor shall be deemed to have approved Lessee's plans. Lessee shall only use contractors and subcontractors which have procured, paid for and maintained public liability insurance in an amount not less than $1,000,000,00 and which are licensed in the State of California. Prior to commencement of such work, Lessee shall cause each of its contractors and subcontractors to furnish Lessee with a certificate from their respective public liability insurers evidencing such coverage, naming Lessor as an additional insured and providing for severability of interests or containing a cross-liability endorsement. Lessee shall, upon final completion of its work, furnish Lessor with all certificates, lien releases and approvals relating to any work or installations performed by Lessee that may be required by any governmental or insurance requirementsapplicable laws.

Improvements to the Premises. All improvements Landlord shall, at Landlord’s sole cost and expense and using materials reasonably considered by Landlord to be commercially appropriate only, perform the following work (collectively, “Landlord’s Work”): (i) within sixty (60) days following the full execution and delivery of this Third Amendment, contract for repairs to the Premises desired roof of the Building with an unaffiliated, qualified contractor to mitigate the current leaks in such roof, which obligation to mitigate shall continue throughout the duration of the Extended Term, (ii) in a commercially reasonable manner, re-pave and re-stripe the Building parking facility and repair all damaged bumpers in such parking facility on or before September 30, 2004, and (iii) in a commercially reasonable manner, repaint all painted exterior surfaces of the Building on or before September 30, 2004. Tenant hereby acknowledges that Landlord will be performing such improvement work during the existing Lease Term and/or the Extended Term, and Landlord’s performance of such work shall not be deemed a constructive eviction of Tenant, nor shall Tenant be entitled to any abatement of rent in connection therewith. However, if Tenant provides written notice to Landlord that Landlord has failed to complete Landlord’s Work in a commercially reasonable manner or has failed to complete such work within the time periods specified in this Section 5 above, and if Landlord still fails to use good faith efforts to perform such item(s) of Landlord’s Work so noted in Tenant’s notice within thirty (30) days after Landlord’s receipt of such notice, then Tenant may proceed to perform such work upon delivery of an additional ten (10) business days notice to Landlord specifying that Tenant is taking such action, and if such action was required under the terms of this Section 5 to be taken by Lessee Landlord and was not taken by Landlord within such ten (10) business day period, then Tenant shall be made entitled to prompt reimbursement by Lessee at Lessee's sole costLandlord of Tenant’s actual and reasonable costs in taking such action. Lessor Shall make no improvements to In the Premises event Tenant takes such action, and shall deliver possession such work will affect the Building systems or the structural integrity of the Premises Building (including the roof), Tenant shall use only those contractors used by Landlord in the Building for work on such Building systems or structure unless such contractors are unwilling or unable to Lessee perform, or timely perform, such work, in an "which event Tenant may utilize the services of any other qualified contractor which normally and regularly performs similar work in first-class office buildings and who is reasonably approved by Landlord in writing. Except as is" condition. Lessee accepts possession of specifically set forth in this Section 5 and Section 6 below, Tenant hereby agrees to accept the Premises in their "as its “as-is" condition and hereby waives any right ” condition. Tenant also acknowledges that Landlord has made no representation or claim against Lessor for any cause directly or indirectly arising out of warranty regarding the condition of the Premises, appurtenances thereto, or the improvements or equipment therein, and Lessor shall not be liable for any latent or patent defects therein. Nothing contained in this paragraph, however, shall be deemed to limit Lessor's obligation to repair the Premises wherever such obligation is expressly set forth in the Lease. All improvements to the Premises being made by Lessee shall be considered as Alterations or Utility Installations as such terms are defined in Paragraph 7.3 of the Lease, and Lessee shall carefully adhere to all obligations and procedures therefore set out in said Paragraph 7.3 and Paragraph 7.4 of the Lease, including but not limited to the preparation of improvements plans, obtaining Lessor's consent to such plans and obtaining governmental approvals. After submission to it of Lessee's plans, Lessor shall have five (5) business days to examine and approve them. If Lessor disapproves Lessee's plans, it shall deliver a written statement to Lessee within five (5) business day period setting forth its objections in reasonable detail. In the event Lessor does not deliver such written objections to Lessee with such five (5) business day period, Lessor shall be deemed to have approved Lessee's plans. Lessee shall only use contractors and subcontractors which have procured, paid for and maintained public liability insurance in an amount not less than $1,000,000,00 and which are licensed in the State of California. Prior to commencement of such work, Lessee shall cause each of its contractors and subcontractors to furnish Lessee with a certificate from their respective public liability insurers evidencing such coverage, naming Lessor as an additional insured and providing for severability of interests or containing a cross-liability endorsement. Lessee shall, upon final completion of its work, furnish Lessor with all certificates, lien releases and approvals relating to any work or installations performed by Lessee that may be required by any governmental or insurance requirements.