Common use of Excess Costs Clause in Contracts

Excess Costs. Tenant shall be solely responsible for all Excess Costs. Initially, the amount of Excess Costs shall be estimated using the Budgeted Project Cost established as of Committee Approval and Tenant shall deliver one hundred percent (100%) of such estimated Excess Costs to Landlord within fifteen (15) days after settlement under the Purchase Agreement (or under any Alternate Property Purchase Agreement to the extent applicable) has occurred and Landlord has obtained fee title to the Property (or an Alternate Property to the extent applicable). At any time thereafter that Landlord reasonably determines that the Excess Costs will exceed the previously estimated amount of Excess Costs, Landlord may, in its sole discretion, condition the commencement or continuation of Landlord's Work on Tenant's either (1) depositing with Landlord some or all of the additional estimated amount of Excess Costs, or (2) posting a bond or giving Landlord other assurances or security satisfactory to Landlord for Tenant's payment of Excess Costs (including, without limitation, an irrevocable standby letter of credit in form and substance reasonably satisfactory to Landlord and issued by a bank that is reasonably satisfactory to Landlord), and (3) paying Tenant's proportionate share (based on the ratio of the estimated Excess Costs to total Project Cost) of each monthly or other disbursement of Project Cost, concurrently with Landlord's payment of Landlord's Share of Project Cost of such disbursement. If Tenant fails to satisfy any of the conditions set forth in clauses (1), (2) or (3) above within thirty (30) Days of Landlord's written demand, without limiting any other rights or remedies available to Landlord at law or in equity, Landlord shall have the following rights and remedies:

Excess Costs. The entire cost of performing the Work (including design of and space planning for the Work and preparation of the Working Drawings and the final "as-built" plan of the Work, costs of construction labor and materials, including the Agent at Risk fee, the Agent CM Fee (defined below), the general conditions, liability insurance rates, builders' risk rates, construction manager/subcontractor CO percentages, and performance and payment bond rates (excluding any utility costs, electrical usage during construction, additional janitorial services, or excess construction costs due to Landlord negligence, breach of Lease or breach of the construction contract, which shall be Landlord's sole responsibility), general tenant signage, related ·taxes and insurance costs, licenses, permits, certifications, surveys and other approvals required by Law, architectural, engineering services, moving expenses, and the construction supervision fee referenced in Section 10 of this Exhibit, all of which costs are herein collectively called the "Total Construction Costs") in excess of the Construction Allowance (hereinafter defined) shall be paid by Tenant. Upon approval of the Working Drawings and the selection of the Agent at Risk, Tenant and Landlord shall work in good faith to agree to and to·execute a work order agreement reasonably prepared by Landlord which identifies such drawings and itemizes the Total Construction Costs and sets forth the Construction Allowance. For each scheduled draw of the Construction Allowance, Tenant shall be solely responsible for all Excess Costs. Initiallypay a fraction of such draw, the numerator of which is the amount by which Total Construction Costs exceeds the Construction Allowance and the denominator of Excess Costs which is the Total Construction Cost and Landlord shall pay the balance of such draw (which Landlord portion shall be estimated using paid from the· Construction Allowance). After the Budgeted Project Cost established as of Committee Approval and entire Construction Allowance has been disbursed, Tenant shall deliver one hundred percent (100%) of such estimated Excess Costs pay to Landlord within fifteen (15) days after settlement under 100% of the Purchase Agreement (or under any Alternate Property Purchase Agreement to the extent applicable) has occurred and Landlord has obtained fee title to the Property (or an Alternate Property to the extent applicable). At any time thereafter that Landlord reasonably determines that the Excess amount by which Total Construction Costs will exceed the previously estimated amount of Excess Costs, Landlord may, in its sole discretion, condition the commencement or continuation of Construction Allowance from time to time upon Landlord's Work on Tenant's either request therefor (1) depositing with Landlord some or all of the additional estimated amount of Excess Costs, or (2) posting a bond or giving Landlord other assurances or security satisfactory to Landlord for Tenant's payment of Excess Costs (including, without limitation, an irrevocable standby letter of credit and in form and substance reasonably satisfactory to Landlord and issued by a bank that is reasonably satisfactory to Landlord), and (3) paying Tenant's proportionate share (based on the ratio of the estimated Excess Costs to total Project Cost) of each monthly or other disbursement of Project Cost, concurrently with Landlord's payment of Landlord's Share of Project Cost of such disbursement. If Tenant fails to satisfy any of the conditions set forth in clauses (1), (2) or (3) above within no event later than thirty (30) Days days after each such request). No later than thirty (30) days after Substantial Completion of Landlord's written demandthe Work, without limiting any other rights or remedies available Tenant shall pay to Landlord at law or in equityan amount equal to the Total Construction Costs (adjusted as provided herein for any approved changes to the Work), less (1) the amount of the advance payment already made by Tenant, and (2) the amount of the Construction Allowance, provided that Landlord has delivered reasonable back-up (e.g., invoices) for the same, as well as copies of final lien waivers from the major contractors related to the same. In the event of default of payment of such excess costs, Landlord (in addition to all other remedies) shall have the following same rights and remedies:as for an Event of Default under this Lease.

Excess Costs. The entire cost of performing the Tenant Improvements (including costs of construction labor and materials, electrical usage during construction, additional janitorial services, general tenant signage, related taxes and insurance costs, and the Construction Manager’s fees and charges are herein collectively called the “Total Construction Costs”) in excess of the Construction Allowance (hereinafter defined) shall be paid by Tenant. Notwithstanding the preceding to the contrary, Total Construction Costs shall not include the following costs which costs shall be paid solely by Tenant: preparation of the Space Plans and the Working Drawings, the Architect’s fees and charges, and any and all costs related to any Tenant Improvements that are not considered capital improvements (as determined in accordance with GAAP) (collectively, “Tenant’s Construction Costs”). Upon approval of the Working Drawings and selection of the subcontractors for each of the major trades necessary to perform the Tenant Improvements, Tenant shall be solely responsible for all Excess promptly execute a work order agreement prepared by Landlord which identifies such drawings and itemizes the Total Construction Costs and sets forth the Construction Allowance. Once the Construction Allowance has been exhausted, as and when Landlord incurs additional Total Construction Costs Tenant shall pay to Landlord within three (3) days of demand therefor, an amount equal to the Total Construction Costs. Initially, less (a) the amounts already paid by Tenant to Landlord on account of the Total Construction Costs, and (b) the amount of Excess Costs the Construction Allowance. In the event of default of payment of such excess costs, Landlord (in addition to all other remedies) shall be estimated using have the Budgeted Project Cost established same rights as for an Event of Committee Approval and Default under the Lease. Tenant shall deliver one hundred percent (100%) of such estimated Excess Costs pay to Landlord within fifteen three (153) days after settlement under of demand therefor any Tenant’s Construction Costs paid by Landlord. In the Purchase Agreement (or under any Alternate Property Purchase Agreement to the extent applicable) has occurred and Landlord has obtained fee title to the Property (or an Alternate Property to the extent applicable). At any time thereafter that Landlord reasonably determines that the Excess Costs will exceed the previously estimated amount event of Excess default of payment of Tenant’s Construction Costs, Landlord may, (in its sole discretion, condition the commencement or continuation of Landlord's Work on Tenant's either (1addition to all other remedies) depositing with Landlord some or all of the additional estimated amount of Excess Costs, or (2) posting a bond or giving Landlord other assurances or security satisfactory to Landlord for Tenant's payment of Excess Costs (including, without limitation, an irrevocable standby letter of credit in form and substance reasonably satisfactory to Landlord and issued by a bank that is reasonably satisfactory to Landlord), and (3) paying Tenant's proportionate share (based on the ratio of the estimated Excess Costs to total Project Cost) of each monthly or other disbursement of Project Cost, concurrently with Landlord's payment of Landlord's Share of Project Cost of such disbursement. If Tenant fails to satisfy any of the conditions set forth in clauses (1), (2) or (3) above within thirty (30) Days of Landlord's written demand, without limiting any other rights or remedies available to Landlord at law or in equity, Landlord shall have the following same rights and remedies:as for an Event of Default under the Lease.

Excess Costs. Tenant shall be solely responsible for all Excess Costs. InitiallyAs of the date of this Amendment, the amount of Excess Costs shall be estimated using the Budgeted Project Cost established as of Committee Approval and Tenant shall deliver one hundred percent (100%) of such estimated Excess Costs to Landlord within fifteen (15) days after settlement under the Purchase Agreement (or under any Alternate Property Purchase Agreement to the extent applicable) has occurred and Landlord has obtained fee title to the Property (or an Alternate Property to the extent applicable). At any time thereafter that Landlord reasonably determines parties anticipate that the Excess Total Construction Costs will exceed the previously estimated amount of the Construction Allowance. During the course of construction, once the cost of constructing the 15285 Work has exceeded the amount of the Construction Allowance plus the Pre-Paid Amount, Landlord shall provide written notice thereof to Tenant. Following Landlord’s delivery of such notice to Tenant, Tenant shall be obligated to pay for all xxxxxxxx from Landlord for the cost of the 15285 Work in excess of the Construction Allowance and the Pre-Paid Amount (collectively, the “Above-Allowance Amounts”). The payment of the Above-Allowance Amounts shall be accomplished by increasing Tenant’s share of monthly disbursements provided in Section 9 above. Under no circumstances shall Landlord be required to pay for the Above-Allowance Amounts. Following Substantial Completion of the 15285 Work, if the amount of the Total Construction Costs exceeds the sum of (i) the Construction Allowance, (ii) the Pre-Paid Amount, and (iii) the Above-Allowance Amounts, then Tenant shall be responsible for such excess costs (collectively, the “Excess Costs”). Under no circumstances (except if to correct deficiencies in the 15285 Work which are brought to Landlord’s attention within the warranty period referenced in Section 5 above) shall Landlord be required to pay for any Excess Costs. Landlord will invoice Tenant for such Excess Costs; such invoice shall include adequate supporting documentation for the Excess Costs. Tenant shall pay Landlord the amount of the Excess Costs within twenty (20) days of receipt of such invoice, provided that Tenant approves the amount of the Excess Costs, Landlord maysuch approval not to be unreasonably withheld, in its sole discretion, condition the commencement conditioned or continuation of Landlord's Work on Tenant's either (1) depositing with Landlord some or all of the additional estimated amount of Excess Costs, or (2) posting a bond or giving Landlord other assurances or security satisfactory to Landlord for Tenant's payment of Excess Costs (including, without limitation, an irrevocable standby letter of credit in form and substance reasonably satisfactory to Landlord and issued by a bank that is reasonably satisfactory to Landlord), and (3) paying Tenant's proportionate share (based on the ratio of the estimated Excess Costs to total Project Cost) of each monthly or other disbursement of Project Cost, concurrently with Landlord's payment of Landlord's Share of Project Cost of such disbursement. If Tenant fails to satisfy any of the conditions set forth in clauses (1), (2) or (3) above within thirty (30) Days of Landlord's written demand, without limiting any other rights or remedies available to Landlord at law or in equity, Landlord shall have the following rights and remedies:delayed.

Excess Costs. Tenant In the event that the Construction Costs exceed the Improvement Allowance (the "Excess Costs"), all of the Excess Costs outstanding upon exhaustion of the Improvement Allowance shall be solely responsible for all borne exclusively by Tenant and Tenant agrees to indemnify Landlord from and against any Excess Costs. InitiallyAll amounts payable by Tenant pursuant to this Workletter shall be deemed to be Additional Rent for purposes of the Lease. In connection with the Excess Costs, Tenant shall deposit with Landlord the Letter of Credit as hereinafter defined. Within three (3) business days of the receipt by Tenant of permits from the local governmental authority which allow Tenant to commence the performance of Tenant's Work, and subject to the terms and conditions set forth in this Paragraph, Tenant shall as security for the performance of Tenant's obligations under this Workletter, cause to be delivered via overnight delivery or other verifiable means to Landlord directly from the issuer thereof an unconditional, standby and irrevocable letter of credit (such letter of credit and any amendment or replacement thereof is defined herein as the "Letter of Credit") in favor of Landlord and its successors and assigns, in the amount of One Million Four Hundred Thousand Dollars ($1,400,000.00). The Letter of Credit hereunder and any replacement shall expire no earlier than October 31, 2016, provided that on or before said date (i) Tenant's Work has been completed by said date, (ii) the Excess Costs shall be estimated using have been paid for by Tenant, and (iii) the Budgeted Project Cost established as of Committee Approval and requirements set forth in Section 4(c)(iii) above have been satisfied ("Tenant's Work Completion Date"). In the event that Tenant's Work Completion Date has not occurred by October 31, 2016, then Tenant shall deliver one hundred percent (100%) of such estimated Excess Costs to Landlord within fifteen (15) days after settlement under in accordance with the Purchase Agreement (or under any Alternate Property Purchase Agreement to procedures described herein, a replacement Letter of Credit in the extent applicable) has occurred and Landlord has obtained fee title to the Property (or an Alternate Property to the extent applicable). At any time thereafter that Landlord reasonably determines that amount of the Excess Costs will exceed then remaining as of said date which have not met the previously estimated amount requirements of Excess Coststhe foregoing sentence, such replacement Letter of Credit to continue until said requirements have been satisfied. Tenant shall ensure that, at all times after the delivery to Landlord mayof the Letter of Credit and through Tenant's Work Completion Date, an unexpired Letter of Credit shall be in its sole discretion, condition the commencement or continuation possession of Landlord's Work . Failure by Tenant to so cause to be delivered to Landlord as described herein any replacement Letter of Credit shall entitle Landlord to draw on Tenant's either (1) depositing with Landlord some or all the then outstanding Letter of Credit and retain the entire proceeds thereof as part of the additional estimated amount Letter of Excess Costs, or (2) posting a bond or giving Credit under this Lease unless and until Tenant provides Landlord other assurances or security satisfactory to Landlord for Tenant's payment with the required replacement Letter of Excess Costs (including, without limitation, an irrevocable standby letter Credit. The Letter of credit Credit shall be in form and substance reasonably satisfactory to Landlord and issued by a bank that Landlord. The form of the Letter of Credit attached hereto as Exhibit E is reasonably satisfactory to Landlord), and (3) paying . If the form of Letter of Credit normally issued by Tenant's proportionate share (based on financial institution is different than the ratio form of Letter of Credit attached hereto as Exhibit E, Landlord's approval thereof shall not be reasonably withheld provided that such letter of credit is consistent with the terms stated in this Paragraph. Tenant shall bear all costs and expenses related to maintaining the Letter of Credit, including the fees of the estimated Excess Costs financial institution that issues the Letter of Credit. Tenant shall pay for Tenant's Work when required under its contracts for Tenant's Work and shall not permit the Relocation Premises or the Building to total Project Cost) become subject to any lien on account of each monthly labor, material or other disbursement of Project Cost, concurrently with Landlord's payment of Landlord's Share of Project Cost of such disbursementservices furnished to Tenant. If Tenant fails to satisfy pay for Tenant's Work when due and as a result, or otherwise any mechanics' lien is filed in connection with Tenant's Work, then, upon ten (10) business days' prior notice to Tenant and following Tenant's failure to pay or file a bond over such lien within such 10-day period, Landlord may draw against the Letter of Credit such amounts as necessary to pay for that portion of Tenant's Work which Tenant has failed to remove or bond over the conditions set forth lien. Landlord agrees that in clauses (1), (2) or (3) above within thirty (30) Days of Landlord's written demand, without limiting any other rights or remedies available the event Tenant has bonded over the lien due to Landlord at law or in equitya dispute, Landlord shall not have the following rights right to draw against the Letter of Credit for such amounts in dispute. Except as set forth above, Landlord may draw upon the Letter of Credit, in whole or in part, and remedies:use all or any part of the draw on the Letter of Credit for the payment of Tenant's Work, including any Excess Costs or other amounts which Landlord may pay or become obligated to pay by reason of such failure, or to compensate Landlord for any loss or damage which Landlord may suffer by reason of such failure. If the Letter of Credit is drawn upon, in whole or in part, Tenant shall within ten (10) days after written demand therefore restore the Letter of Credit to the amount of Excess Costs remaining. Landlord shall not be required to keep the cash proceeds of any draw on the Letter of Credit separate from its general funds, and Tenant shall not be entitled to interest on such cash proceeds. In no event shall the cash proceeds of any draw on the Letter of Credit be considered an advance payment of rent, and in no event shall Tenant be entitled to use such cash proceeds for the payment of rent. The Letter of Credit (or any balance thereof as reduced by any draw thereunder) shall be returned to Tenant within five (5) business days after Tenant's Work Completion Date.

Excess Costs. The entire cost of performing the Work (excluding the cost of provision of util ities during construction, but including design of the Work and preparation of the Working Drawings, Landlord's costs in connection with its review and approval of Working Drawings, costs under the Construction Contract, costs of additional jxx xxxxxxx services, general tenant signage, related taxes and insurance costs, and the construction management fee referenced below, all of which costs are herein collectively called the "Total Construction Costs") in excess of the Tenant Improvement Allowance (hereinafter defined) shall be paid by Tenant. Upon approval of the Working Drawings and selection of a contractor, Tenant shall be solely responsible promptly (a) execute a work order agreement prepared by Landlord which identifies the Working Drawings and itemizes the Total Construction Costs and sets forth the Tenant Improvement Allowance, and pay to Landlord the full amount by wh ich the estimated Total Construction Costs exceeds the Tenant Improvement Allowance. Upon Substantial Completion of the Work, and before Tenant occupies the Initial Premises to conduct business therein, Tenant shall pay to Landlord an amount equal to the actual Total Construction Costs (as adjusted for all Excess Costs. Initiallyany approved changes to the Work), less (I ) the amount of Excess Costs shall be estimated using the Budgeted Project Cost established as of Committee Approval th e advance payment already made by Tenant, and Tenant shall deliver one hundred percent (100%) of such estimated Excess Costs to Landlord within fifteen (15) days after settlement under the Purchase Agreement (or under any Alternate Property Purchase Agreement to the extent applicable) has occurred and Landlord has obtained fee title to the Property (or an Alternate Property to the extent applicable). At any time thereafter that Landlord reasonably determines that the Excess Costs will exceed the previously estimated amount of Excess Costs, Landlord may, in its sole discretion, condition the commencement or continuation of Landlord's Work on Tenant's either (1) depositing with Landlord some or all of the additional estimated amount of Excess Costs, or (2) posting a bond or giving Landlord other assurances or security satisfactory to Landlord for Tenant's the amount of the Tenant Improvement Allowance. In the event of default of payment of Excess Costs such costs, Landlord (including, without limitation, in addition to all other remedies) shall have the same rights as for an irrevocable standby letter Event of credit in form Default under the Lease. Payments due by Tenant under this Exhibit B shall constitute rent payable under the Lease and substance reasonably satisfactory to Landlord and issued by a bank that is reasonably satisfactory to Landlord), and (3) paying Tenant's proportionate share (based on the ratio of the estimated Excess Costs to total Project Cost) of each monthly or other disbursement of Project Cost, concurrently with Landlord's any late payment of Landlord's Share of Project Cost of such disbursement. If Tenant fails amounts due hereunder shall bear interest and be subjec t to satisfy any of the conditions a charge as set forth in clauses (1), (2) or (3) above within thirty (30) Days Secti on 3.2 of Landlord's written demand, without limiting any other rights or remedies available to Landlord at law or in equity, Landlord shall have the following rights and remedies:Lease.

Excess Costs. The entire cost of performing the Work (including design of and space planning for the Work and preparation of the Working Drawings and the final “as-built” plan of the Work, costs of construction labor and materials, general tenant signage, including on the Building monument sign, related taxes and insurance Doc#: US1:15707591v2 costs, licenses, permits, certifications, surveys and other approvals required by Law, and the construction supervision fee referenced in Section 10 of this Exhibit, all of which costs are herein collectively called the “Total Construction Costs”) in excess of the Construction Allowance shall be paid by Xxxxxx. Upon approval of the Working Drawings and selection of a contractor, Tenant shall be solely responsible for all promptly (a) execute a work order agreement prepared by Landlord which identifies such drawings and itemizes the Total Construction Costs and sets forth the Construction Allowance, and (b) confirm in writing Tenant’s agreement to pay the amount by which Total Construction Costs exceed the Construction Allowance (the “ Excess Costs”). InitiallyLandlord and Tenant hereby agree that the Total Construction Costs shall be paid by them as follows: First, Landlord shall pay the portion that equals [***] per rentable square foot of the Premises. Next, Tenant shall pay the Excess Costs within ten (10) days of presentation by Landlord of invoices therefor for Work completed. Upon Substantial Completion of the Work and before Tenant occupies the Premises to conduct business therein, Tenant shall pay to Landlord an amount equal to the Total Construction Costs (as adjusted for any approved changes to the Work), less (1) the amount of Excess Costs shall be estimated using the Budgeted Project Cost established as of Committee Approval advance payment already made by Tenant, and Tenant shall deliver one hundred percent (100%) of such estimated Excess Costs to Landlord within fifteen (15) days after settlement under the Purchase Agreement (or under any Alternate Property Purchase Agreement to the extent applicable) has occurred and Landlord has obtained fee title to the Property (or an Alternate Property to the extent applicable). At any time thereafter that Landlord reasonably determines that the Excess Costs will exceed the previously estimated amount of Excess Costs, Landlord may, in its sole discretion, condition the commencement or continuation of Landlord's Work on Tenant's either (1) depositing with Landlord some or all of the additional estimated amount of Excess Costs, or (2) posting a bond or giving Landlord other assurances or security satisfactory to Landlord for Tenant's the amount of the Construction Allowance. In the event of default of payment of Excess Costs (including, without limitation, an irrevocable standby letter of credit in form and substance reasonably satisfactory to Landlord and issued by a bank that is reasonably satisfactory to Landlord), and (3) paying Tenant's proportionate share (based on the ratio of the estimated Excess Costs to total Project Cost) of each monthly or other disbursement of Project Cost, concurrently with Landlord's payment of Landlord's Share of Project Cost of such disbursement. If Tenant fails to satisfy any of the conditions set forth in clauses (1), (2) or (3) above within thirty (30) Days of Landlord's written demand, without limiting any other rights or remedies available to Landlord at law or in equityexcess costs, Landlord (in addition to all other remedies) shall have the following same rights and remedies:as for an Event of Default under this Lease. If any Construction Allowance remains after completion of the Work, Tenant may apply up to [***] per rentable square foot in the Premises toward the actual costs of relocating Tenant’s business to the Premises.

Excess Costs. If the sum of the Contract Sum exceeds the Finish Allowance, then Tenant shall promptly pay Landlord all such excess costs ('Excess Costs") within ten (10) business days after notification that such amount is due the contractor(s). Tenant shall be solely responsible for direct payment of any designer and vendors costs which are in excess of the Finish Allowance. Failure by Tenant to timely tender to Landlord the full payment shall permit Landlord to stop all Excess Costswork until the payment is received. Initially, the amount of Excess Costs All sums due Landlord under this Section 2.2 shall be estimated using considered Rent under the Budgeted Project Cost established as terms of Committee Approval this Lease and nonpayment shall constitute a default under the Lease and entitle Landlord to any and all remedies specified in this Lease. In the event the Finish Allowance exceeds the Permitted Costs, Tenant shall deliver one hundred percent (receive 100%) of such estimated Excess Costs to Landlord within fifteen (15) days after settlement under the Purchase Agreement (or under any Alternate Property Purchase Agreement to the extent applicable) has occurred and Landlord has obtained fee title to the Property (or an Alternate Property to the extent applicable). At any time thereafter that Landlord reasonably determines that the Excess Costs will exceed the previously estimated amount of Excess Costs, Landlord may, in its sole discretion, condition the commencement or continuation of Landlord's Work on Tenant's either (1) depositing with Landlord some or all % of the additional estimated amount of Excess Costs, or (2) posting a bond or giving Landlord other assurances or security satisfactory to Landlord for Tenant's payment of Excess Costs (including, without limitation, an irrevocable standby letter of credit in form and substance reasonably satisfactory to Landlord and issued by a bank that is reasonably satisfactory to Landlord), and (3) paying Tenant's proportionate share (based on the ratio of the estimated Excess Costs to total Project Cost) of each monthly or other disbursement of Project Cost, concurrently with Landlord's payment of Landlord's Share of Project Cost of such disbursement. If Tenant fails to satisfy any of the conditions set forth in clauses (1), (2) or (3) above within excess thirty (30) Days days following commencement of the Lease. It is understood that Tenant will not be required to pay any Excess Cost until all of the Finish Allowance is exhausted, in that Tenant is not making payments pro rata with Landlord. Notwithstanding anything to the contrary contained herein, Tenant may, at Tenant's option, elect to reduce such Excess Costs by requesting that Landlord pay up to five dollars ($5.00) per rentable square foot of the Premises (the "Excess Allowance") and reimburse Landlord for such Excess Allowance in equal monthly amounts amortized over the Term of this Lease at an interest rate of ten percent (10%) per annum. In such event, Tenant shall provide Landlord with written demand, without limiting any other rights or remedies available notice of Tenant's election at least thirty (30) days prior to Landlord at law or in equityexhaustion of the Finish Allowance and provided further, Landlord and Tenant shall, within ten (10) days after Tenant's election as aforesaid enter into a separate agreement which agreement shall have so state the following rights amount so amortized, payment dates and remedies:amounts due thereunder.

Excess Costs. Tenant shall be solely responsible for The entire cost of performing the Work (including design of the Work and preparation of the Working Drawings, costs of construction labor and materials, electrical usage during construction, additional janitorial services, general tenant signage, related taxes and insurance costs, and the construction supervision fee referenced in Section 11 of this Exhibit, all Excess of which costs are herein collectively called the “Total Construction Costs. Initially”) in excess of the Construction Allowance (hereinafter defined), together with the amount of Excess Costs the Tenant’s Optional Allowance if Tenant elects to use such allowance, shall be estimated using paid by Tenant. Upon approval of the Budgeted Project Cost established as Working Drawings and selection of Committee Approval and a contractor, Tenant shall deliver one hundred percent promptly (100%a) execute a work order agreement prepared by Landlord which identifies such drawings and itemizes the Total Construction Costs and sets forth the Construction Allowance, and (b) pay to Landlord 50% of the amount by which Total Construction Costs exceed the sum of the Construction Allowance and the amount of Tenant’s Optional Allowance if Tenant has elected a disbursement of such estimated Excess Costs amount pursuant to Section 10 of this Exhibit B. Upon Substantial Completion of the Work and before Tenant occupies the Premises to conduct business therein, Tenant shall pay to Landlord within fifteen (15) days after settlement under the Purchase Agreement (or under any Alternate Property Purchase Agreement an amount equal to the extent applicable) has occurred and Landlord has obtained fee title Total Construction Costs (as adjusted for any approved changes to the Property Work), less (or an Alternate Property to I) the extent applicable). At any time thereafter that Landlord reasonably determines that the Excess Costs will exceed the previously estimated amount of Excess Coststhe advance payment already made by Tenant, Landlord may, in its sole discretion, condition the commencement or continuation of Landlord's Work on Tenant's either (1) depositing with Landlord some or all of the additional estimated amount of Excess Costs, or (2) posting the amount of the Construction Allowance (plus the amount of Tenant’s Optional Allowance if Tenant has elected a bond or giving Landlord other assurances or security satisfactory disbursement of such amount pursuant to Landlord for Tenant's payment Section 10 of Excess Costs (including, without limitation, an irrevocable standby letter of credit in form and substance reasonably satisfactory to Landlord and issued by a bank that is reasonably satisfactory to Landlordthis Exhibit B), and (3) paying Tenant's proportionate share (based on the ratio cost reasonably estimated by Landlord for completing all punchlist items. Upon completion of the estimated Excess Costs punchlist items, Tenant shall pay to total Project Cost) Landlord the cost incurred in completing the same. In the event of each monthly or other disbursement default of Project Cost, concurrently with Landlord's payment of Landlord's Share of Project Cost of such disbursement. If Tenant fails to satisfy any of the conditions set forth in clauses (1), (2) or (3) above within thirty (30) Days of Landlord's written demand, without limiting any other rights or remedies available to Landlord at law or in equityexcess costs, Landlord (in addition to all other remedies) shall have the following same rights and remedies:as for an Event of Default under the Lease.

Excess Costs. The entire cost of performing the Work (including design of and space planning for the Work and preparation of the Working Drawings and the final “as-built” plan of the Work, costs of construction labor and materials, electrical usage during construction, additional janitorial services, general tenant signage, related taxes and insurance costs, licenses, permits, certifications, surveys (without duplication of costs included in the construction contract) and other approvals required by Law, and the construction supervision fee referenced in Section 11 of this Exhibit, all of which costs are herein collectively called the “Total Construction Costs”) in excess of the Expansion Construction Allowance (hereinafter defined) shall be paid by Tenant. Upon approval of the Working Drawings and selection of a contractor, Tenant shall be solely responsible promptly (a) execute a work order agreement prepared by Landlord which identifies such drawings and itemizes the Total Construction Costs and sets forth the Expansion Construction Allowance, and (b)pay to Landlord 90% of the amount by which Total Construction Costs exceeds the Expansion Construction Allowance. Upon Substantial Completion of the Work and before Tenant occupies the Expansion Premises to conduct business therein, Tenant shall pay to Landlord an amount equal to the Total Construction Costs (as adjusted for all Excess Costs. Initiallyany approved changes to the Work), less (1) the amount of Excess Costs shall be estimated using the Budgeted Project Cost established as of Committee Approval advance payment already made by Tenant, and Tenant shall deliver one hundred percent (100%) of such estimated Excess Costs to Landlord within fifteen (15) days after settlement under the Purchase Agreement (or under any Alternate Property Purchase Agreement to the extent applicable) has occurred and Landlord has obtained fee title to the Property (or an Alternate Property to the extent applicable). At any time thereafter that Landlord reasonably determines that the Excess Costs will exceed the previously estimated amount of Excess Costs, Landlord may, in its sole discretion, condition the commencement or continuation of Landlord's Work on Tenant's either (1) depositing with Landlord some or all of the additional estimated amount of Excess Costs, or (2) posting a bond or giving Landlord other assurances or security satisfactory to Landlord for Tenant's the amount of the Expansion Construction Allowance. In the event of default of payment of Excess Costs (including, without limitation, an irrevocable standby letter of credit in form and substance reasonably satisfactory to Landlord and issued by a bank that is reasonably satisfactory to Landlord), and (3) paying Tenant's proportionate share (based on the ratio of the estimated Excess Costs to total Project Cost) of each monthly or other disbursement of Project Cost, concurrently with Landlord's payment of Landlord's Share of Project Cost of such disbursement. If Tenant fails to satisfy any of the conditions set forth in clauses (1), (2) or (3) above within thirty (30) Days of Landlord's written demand, without limiting any other rights or remedies available to Landlord at law or in equityexcess costs, Landlord (in addition to all other remedies) shall have the following same rights and remedies:as for an Event of Default under the Lease.

Excess Costs. The entire cost of performing the Work (including design of the Work and preparation of the Space Plans and Working Drawings, costs of construction labor and materials, electrical usage during construction, additional janitorial services, general tenant signage, and related taxes and insurance costs, all of which costs are herein collectively called the “Total Construction Costs”) in excess of the Construction Allowance (hereinafter defined) shall be paid by Tenant (the “Tenant Improvement Overage”). Upon approval of the Working Drawings, Tenant shall promptly execute a work order agreement prepared by Landlord and reasonably acceptable to Tenant which identifies such drawings and itemizes the Total Construction Costs, sets forth the Construction Allowance and calculates the Tenant Improvement Overage due from Tenant to Landlord. In addition, if the Tenant Improvement Overage is calculated to be solely responsible for all Excess Costs. Initiallymore than fifty thousand dollars ($50,000), the amount of Excess Costs shall be estimated using the Budgeted Project Cost established as of Committee Approval and Tenant shall deliver one hundred percent (100%) of such estimated Excess Costs to Landlord within fifteen (15) days after settlement under the Purchase Agreement (or under any Alternate Property Purchase Agreement pay to the extent applicable) has occurred and Landlord has obtained fee title to the Property (or an Alternate Property to the extent applicable). At any time thereafter that Landlord reasonably determines that the Excess Costs will exceed the previously estimated amount of Excess CostsLandlord, Landlord may, in its sole discretion, condition the commencement or continuation of Landlord's Work on Tenant's either (1) depositing with Landlord some or all upon approval of the additional estimated amount of Excess CostsWorking Drawings, or (2) posting a bond or giving Landlord other assurances or security satisfactory to Landlord for Tenant's payment of Excess Costs (including, without limitation, an irrevocable standby letter of credit in form and substance reasonably satisfactory to Landlord and issued by a bank that is reasonably satisfactory to Landlord), and (3) paying Tenant's proportionate share (based on the ratio 45% of the estimated Excess Costs to total Project Cost) of each monthly or other disbursement of Project Cost, concurrently with Landlord's payment of Landlord's Share of Project Cost of such disbursementTenant Improvement Overage. If Tenant fails to satisfy any of the conditions set forth in clauses (1), (2) or (3) above within Within thirty (30) Days calendar days of Landlord's written demandSubstantial Completion of the Work, without limiting any other rights or remedies available Tenant shall pay to Landlord at law or the remaining balance of the Tenant Improvement Overage (as adjusted for any approved changes to the Work) less retainage of ten (10%) of the aggregate amount of the Tenant Improvement Overage. Upon the final completion of all punchlist items, Tenant shall promptly (but in equityno event more than thirty (30) days after Tenant receives notice of such final completion) pay such retainage to Landlord. In the event of default of payment of the Tenant Improvement Overage, Landlord (in addition to all other remedies) shall have the following same rights and remedies:as for an Event of Default under the Lease.

Excess Costs. The entire cost of performing the Work (including design of and space planning for the Work and preparation of the Working Drawings and the final "as-built" plan of the Work, costs of construction labor and materials, including the Agent at Risk fee, the Agent CM Fee (defined below), the general conditions, liability insurance rates, builders' risk rates, construction manager/subcontractor CO percentages, and performance and payment bond rates (excluding any utility costs, electrical usage during construction, additional janitorial services, or excess construction costs due to Landlord negligence, breach of Lease or breach of the construction contract, which shall be Landlord's sole responsibility), general tenant signage, related ·taxes and insurance costs, licenses, permits, certifications, surveys and other approvals required by Law, architectural, engineering services, moving expenses, and the construction supervision fee referenced in Section 10 of this Exhibit, all of which costs are herein collectively called the "Total Construction Costs") in excess of the Construction Allowance (hereinafter defined) shall be paid by Tenant. Upon approval of the Working Drawings and the selection of the Agent at Risk, Tenant and Landlord shall work in good faith to agree to and to·execute a work order agreement reasonably prepared by Landlord which identifies such drawings and itemizes the Total Construction Costs and sets forth the Construction Allowance. For each scheduled draw of the Construction Allowance, Tenant shall be solely responsible for all Excess Costs. Initiallypay a fraction of such draw, the numerator of which is the amount by which Total Construction Costs exceeds the Construction Allowance and the denominator of Excess Costs which is the Total Construction Cost and Landlord shall pay the balance of such draw (which Landlord portion shall be estimated using paid from the· Construction Allowance). After the Budgeted Project Cost established as of Committee Approval and entire Construction Allowance has been disbursed, Tenant shall deliver one hundred percent (100%) of such estimated Excess Costs pay to Landlord within fifteen (15) days after settlement under 100% of the Purchase Agreement (or under any Alternate Property Purchase Agreement to the extent applicable) has occurred and Landlord has obtained fee title to the Property (or an Alternate Property to the extent applicable). At any time thereafter that Landlord reasonably determines that the Excess amount by which Total Construction Costs will exceed the previously estimated amount of Excess Costs, Landlord may, in its sole discretion, condition the commencement or continuation of Construction Allowance from time to time upon Landlord's Work on Tenant's either request therefor (1) depositing with Landlord some or all of the additional estimated amount of Excess Costs, or (2) posting a bond or giving Landlord other assurances or security satisfactory to Landlord for Tenant's payment of Excess Costs (including, without limitation, an irrevocable standby letter of credit and in form and substance reasonably satisfactory to Landlord and issued by a bank that is reasonably satisfactory to Landlord), and (3) paying Tenant's proportionate share (based on the ratio of the estimated Excess Costs to total Project Cost) of each monthly or other disbursement of Project Cost, concurrently with Landlord's payment of Landlord's Share of Project Cost of such disbursement. If Tenant fails to satisfy any of the conditions set forth in clauses (1), (2) or (3) above within no event later than thirty (30) Days days after each such request). No later than thirty (30) days after Substantial Completion of Landlord's written demandthe Work, without limiting any other rights or remedies available Tenant shall pay to Landlord at law or in equityan amount equal to the Total Construction Costs (adjusted as provided herein for any approved changes to the Work), less (1) the amount of the advance payment already made by Tenant, and (2) the amount of the Construction Allowance, provided that Landlord has delivered reasonable back-up (e.g., invoices) for the same, as well as copies of final lien waivers from the major contractors related to the same. In the event of default of payment of such excess costs, Landlord (in addition to all other remedies) shall have the following same rights and remedies:as for an Event of Default under this Lease. 9.