Common use of Over-Allowance Amount Clause in Contracts

Over-Allowance Amount. After Tenant has approved any Over-Allowance Amount pursuant to Section 3.1 above, Tenant shall pay to Landlord the Over-Allowance Amount in equal monthly installments in advance over the projected 4-month period of Landlord's construction of the Tenant Improvements, with the first installment payable prior to and as a condition of Landlord's obligation to commence construction of the Tenant Improvements. The Over-Allowance Amount shall be disbursed by Landlord pursuant to the same procedure as the Tenant Improvement Allowance, which procedure shall provide for the retention of ten (10%) of all construction funds until the construction of the Tenant Improvements has been completed. In the event that, after the Cost Proposal is prepared, any revisions, changes, or substitutions shall be made to the Approved Tenant Improvement Plans or the Tenant Improvements pursuant to Tenant's Change Order request, and provided that Landlord has approved the same, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord in advance equal monthly installments over the construction period remaining as an addition to the Over-Allowance Amount.

Over-Allowance Amount. After Tenant has approved any Over-Allowance Amount pursuant The amount equal to Section 3.1 above, Tenant shall pay to Landlord the Over-Allowance Amount in equal monthly installments in advance over difference between (i) the projected 4-month period amount of Landlord's construction the applicable Cost Proposal and (ii) the amount of the Tenant Improvements, with Improvement Allowance attributable to the first installment payable prior to and as a condition of Landlord's obligation to commence construction rentable square footage of the Tenant Improvements. The Over-Allowance Amount Phase I Premises or Phase II Premises (as applicable) (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the applicable Cost Proposal Delivery Date) shall be disbursed by Landlord pursuant referred to the same procedure herein as the Tenant Improvement Allowance, which procedure shall provide for the retention of ten (10%) of all construction funds until the construction of the Tenant Improvements has been completed“Over Allowance Amount”. In the event that, after the any Cost Proposal is preparedDelivery Date, Tenant requests any revisions, changes, or substitutions shall be made to the Approved Tenant Improvement Plans or the Tenant Improvements pursuant to Tenant's Change Order request, and provided that Landlord has approved the sameImprovements, any additional costs which that arise in connection with such revisions, changes or substitutions or any other shall be added to the Cost Proposal and shall be added to the Over Allowance Amount to the extent such additional costs increase any existing Over Allowance Amount or result in an Over Allowance Amount. To the extent an Over Allowance Amount then exists, in connection with each disbursement made by Landlord with respect to the Tenant Improvements, Landlord shall send Tenant a calculation of, and request for, Tenant’s share of the applicable disbursement (a “Disbursement Request”), which share shall be paid based upon achieving pari passu funding between the Tenant Improvement Allowance and Over Allowance Amount after making such disbursement. Solely by Tenant to Landlord in advance equal monthly installments over the construction period remaining as an addition to the Over-Allowance Amount.way of example:

Over-Allowance Amount. After Tenant has approved any Over-Allowance Amount pursuant to Section 3.1 aboveOn the Cost Proposal Delivery --------------------- Date, Tenant shall pay deliver to Landlord cash in an amount (the Over"OVER-Allowance Amount in ALLOWANCE AMOUNT") equal monthly installments in advance over to the projected 4-month period difference between (i) the amount of Landlord's construction the Cost Proposal and (ii) the amount of the Tenant Improvements, with the first installment payable prior to and as a condition of Landlord's obligation to commence construction of the Tenant ImprovementsCore Improvement Allowance (including any Above Standard Allowance). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant and Core Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant and Core Improvement Allowance, which procedure shall provide for the retention of ten (10%) of all construction funds until the construction of the Tenant Improvements has been completed. In the event that, after the Cost Proposal is preparedDelivery Date, any revisions, changes, or substitutions shall be made to the Approved Tenant Improvement Plans Construction Drawings or the Tenant Improvements pursuant to Tenant's Change Order request, and provided that Landlord has approved the sameImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord in advance equal monthly installments over the construction period remaining immediately upon Landlord's request as an addition to the Over-Allowance Amount. In addition, if the Final Working Drawings or any amendment thereof or supplement thereto shall require alterations in the Base, Shell and Core (as contrasted with the Tenant Improvements), and if Landlord in its reasonable discretion agrees to any such alterations, and notifies Tenant of the need and cost for such alterations, then Tenant shall pay the cost of such required changes upon receipt of bills therefor. Tenant shall pay all direct architectural and/or engineering fees in connection therewith.

Over-Allowance Amount. After If the Cost Proposal shows costs greater than the amount of the Tenant has approved Improvement Allowance (after deducting from the Tenant Improvement Allowance any amounts expended in connection with the preparation of the Construction Drawings, and the cost of all other Tenant Improvement Allowance Items incurred prior to the commencement of construction of the Tenant Improvements) (the "Over-Allowance Amount pursuant to Section 3.1 above, Amount") then Tenant shall to pay a percentage of each amount disbursed by Escrow Holder to Landlord the Contractor or otherwise disbursed under this Tenant Work Letter, which percentage shall be equal to the Over-Allowance Amount in equal monthly installments in advance over divided by the projected 4-month period of Landlord's construction amount of the Final Costs, and such payment by Tenant Improvements, with the first installment payable prior to and as ("Over-Allowance Payment") shall be a condition of to Landlord's obligation to commence construction pay any amounts of the Tenant Improvements. The Over-Allowance Amount shall be disbursed by Landlord pursuant to the same procedure as the Tenant Improvement Allowance, which procedure shall provide for the retention of ten (10%) of all construction funds until the construction of the Tenant Improvements has been completed. In the event that, after the Cost Proposal is preparedDelivery Date, any revisions, changes, or substitutions shall be made to the Approved Tenant Improvement Plans Construction Drawings or the Tenant Improvements pursuant to by Tenant's Change Order request, and provided that Landlord has approved the same, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord in advance equal monthly installments over the construction period remaining immediately upon Landlord's request as an addition to the Over-Allowance Amount.

Over-Allowance Amount. After Not later than five (5) Business Days after the date on which Tenant has approved any approves (or is deemed to have approved) the Cost Proposal, Tenant shall deliver to Landlord cash in an amount (the “Over-Allowance Amount pursuant Amount”) equal to Section 3.1 above, Tenant shall pay to Landlord the Over-Allowance Amount in equal monthly installments in advance over difference between (i) the projected 4-month period of Landlord's construction total amount of the Tenant Improvements, with Cost Proposal (the first installment payable prior to “Total Cost”) and as a condition of Landlord's obligation to commence construction (ii) the amount of the Tenant ImprovementsMaximum Landlord Contribution (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before such date). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Maximum Landlord Contribution, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance, which procedure shall provide for the retention of ten (10%) of all construction funds until the construction of the Tenant Improvements has been completedMaximum Landlord Contribution. In the event that, after the Cost Proposal is prepared, If at any time thereafter any revisions, changes, or substitutions shall be made to the Approved Tenant Improvement Plans Construction Drawings or the Tenant Improvements pursuant to Tenant's Change Order request, and provided that Landlord has approved the sameImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord in advance equal monthly installments over the construction period remaining immediately upon Landlord’s request as an addition to the Over-Allowance Amount. Tenant shall be responsible for all costs associated with the Tenant Improvements to the extent the same exceed the Maximum Landlord Contribution.

Over-Allowance Amount. After The difference, if any, between (i) the amount of the Cost Proposal approved by Tenant has approved any and (ii) the amount of the Tenant Improvement Allowance shall be referred to herein as the "Over-Allowance Amount pursuant to Section 3.1 aboveallowance Amount". Within five (5) days following approval of the Cost Proposal, Tenant shall pay deliver Landlord cash in an amount equal to fifty percent (50%) of the Over-allowance Amount. The remaining fifty percent (50%) shall be delivered by Tenant to Landlord upon Substantial Completion of Tenant Improvements but, in any event, prior to Tenant's occupancy of the Premises. Landlord shall disburse the Over-Allowance Amount in equal monthly installments in advance over prior to the projected 4-month period disbursement of Landlord's construction any portion of the Tenant ImprovementsImprovement Allowance, with the first installment payable prior to and as a condition of Landlord's obligation to commence construction of the Tenant Improvements. The Over-Allowance Amount such disbursement shall be disbursed by Landlord pursuant to the same procedure as the Tenant Improvement Allowance, which procedure shall provide for the retention of ten (10%) of all construction funds until the construction of the Tenant Improvements has been completed. In the event that, after the Cost Proposal is preparedDelivery Date, any revisions, changes, or substitutions shall be made to the Approved Tenant Improvement Plans Construction Drawings or the Tenant Improvements pursuant to Tenant's Change Order requestwhich increase the cost of the Tenant Improvements, and provided that Landlord has approved or should the same, any additional costs which arise in connection with such revisions, changes or substitutions or cost of the Tenant Improvements increase for any other reason, such additional costs shall be paid by Tenant to Landlord in advance equal monthly installments over the construction period remaining immediately upon Landlord's request as an addition to the Over-Allowance Amount.

Over-Allowance Amount. After On or before January 1, 2013, Tenant has approved any shall deliver to Landlord cash in an amount (the “Over-Allowance Amount pursuant Amount”) equal to Section 3.1 abovethe difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the date Tenant shall pay remits to Landlord the Over-Allowance Amount in equal monthly installments in advance over the projected 4-month period of Landlord's construction of the Tenant Improvements, with the first installment payable prior to and as a condition of Landlord's obligation to commence construction of the Tenant Improvements. The Over-Allowance Amount shall be disbursed by Landlord pursuant to the same procedure as the Tenant Improvement Allowance, which procedure shall provide for the retention of ten (10%) of all construction funds until the construction of the Tenant Improvements has been completedAmount). In the event that, after the Cost Proposal is preparedDate, any revisions, changes, or substitutions shall be made to the Approved Tenant Improvement Plans Construction Drawings or the Tenant Improvements pursuant to Tenant's Change Order request, and provided that Landlord has approved the sameImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the Cost Proposal and shall be paid by Tenant to Landlord immediately upon Landlord’s request to the extent such additional costs increase any existing Over-Allowance Amount or result in advance equal monthly installments over an Over-Allowance Amount. Following completion of the construction period remaining as an addition Tenant Improvements, Landlord shall deliver to Tenant a final cost statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and if such cost statement indicates that Tenant has underpaid or overpaid the Over-Allowance Amount, then within ten (10) business days after receipt of such statement, Tenant shall deliver to Landlord the amount of such underpayment or Landlord shall return to Tenant the amount of such overpayment, as the case may be.

Over-Allowance Amount. After Tenant has approved any In the event that Cost Proposal is greater than the amount of the Ground Floor Improvement Allowance (the "Over-Allowance Amount pursuant to Section 3.1 aboveAmount"), then Tenant shall pay a percentage of each amount requested by the Contractor, which percentage shall be equal to Landlord the Over-Allowance Amount divided by the amount of the Cost Proposal (after deducting from the Cost Proposal any amounts expended in equal monthly installments in advance over connection with the projected 4-month period preparation of Landlord's the Construction Drawings, and the cost of all other Ground Floor Improvement Allowance Items incurred prior to the commencement of construction of the Tenant Improvements), with and such payments by Tenant (the first installment payable prior to and as "Over-Allowance Payments") shall be a condition of to Landlord's obligation to commence construction of pay any amounts from the Tenant Improvements. The Over-Allowance Amount shall be disbursed by Landlord pursuant to the same procedure as the Tenant Ground Floor Improvement Allowance, which procedure shall provide for the retention of ten (10%) of all construction funds until the construction of the Tenant Improvements has been completed. In the event that, after the Cost Proposal is preparedDelivery Date, any revisions, changes, or substitutions shall be made the costs relating to the Approved Tenant Improvement Plans or design and construction of the Tenant Improvements pursuant to Tenant's Change Order request, and provided that Landlord has approved the sameshall change, any additional costs which arise for such design and construction in connection with such revisions, changes or substitutions or any other additional costs excess of the Cost Proposal shall be paid by Tenant to Landlord in advance equal monthly installments over the construction period remaining as an addition added to the Over-Allowance AmountAmount and the Cost Proposal, and the Over-Allowance Payments shall be recalculated in accordance with the terms of the immediately preceding sentence. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord's property under the terms of the Lease. Tenant hereby acknowledges and agrees that Tenant shall be responsible for all costs associated with the Tenant Improvements to the extent the same exceed the Ground Floor Improvement Allowance (notwithstanding the content of the Cost Proposal).

Over-Allowance Amount. After Tenant has approved any For purposes of this Section 4.3.1, the “Over-Allowance Amount pursuant Amount” shall be the difference between (i) the amount of the Cost Proposal, and (ii) the amount of the Tenant Improvement Allowance (after deducting from the Tenant Improvement Allowance any amounts expended in connection with the preparation of the Construction Drawings, and the cost of all other items incurred prior to Section 3.1 above, the commencement of construction of the Tenant Improvements). Tenant shall pay pay, immediately upon written notice from Landlord, a percentage of each amount disbursed by Landlord to Landlord the Contractor or otherwise disbursed under this Tenant Work Letter, which percentage shall be equal to the amount of the Over-Allowance Amount in equal monthly installments in advance over divided by the projected 4-month period of Landlord's construction amount of the Cost Proposal, and such payment by Tenant Improvements, with the first installment payable prior to and as shall be a condition of to Landlord's ’s obligation to commence construction pay any amounts of the Tenant Improvements. The Over-Allowance Amount shall be disbursed by Landlord pursuant to the same procedure as the Tenant Improvement Allowance, which procedure shall provide for the retention of ten (10%) of all construction funds until the construction of the Tenant Improvements has been completed. In the event that, after the Cost Proposal is preparedDelivery Date, any revisions, changes, or substitutions shall be made to the Approved Tenant Improvement Plans Construction Drawings or the Tenant Improvements pursuant to Tenant's Change Order request, and provided that Landlord has approved the sameImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord on a prorata basis with Landlord (as reasonably determined by Landlord) consistent with the manner in advance equal monthly installments over which the construction period remaining as an addition to the initial Over-Allowance AmountAmount is paid.

Over-Allowance Amount. After Tenant has approved any Over-Allowance Amount pursuant to Section 3.1 above, Tenant shall pay to Landlord the Over-Allowance Amount in equal monthly installments in advance over the projected 4-month period of Landlord's construction of the Tenant Improvements, with the first installment payable prior to and as a condition of Landlord's obligation to commence construction of the Tenant Improvements. The Over-Allowance Amount shall be disbursed by Landlord pursuant to the same procedure as the Tenant Improvement Allowance, which procedure shall provide for the retention of ten (10%) of all construction funds until the construction of the Tenant Improvements has been completed. In the event that, that after Tenant’s original approval of the Cost Proposal is preparedsame, any revisions, changes, or substitutions shall be made to the Space Plan, Cost Overview, Cost Estimate, Option Upgrade Schedule, Approved Tenant Improvement Plans Working Drawings or the Tenant Improvements pursuant to at the request of Tenant's Change Order request, and provided that Landlord has approved the same, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord in advance equal monthly installments over immediately upon Landlord’s request as an “Over-Allowance Amount”. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any portion of Landlord’s contribution to the construction period remaining as of the Tenant Improvements. Notwithstanding the foregoing, Tenant shall have the option, exercisable by written notice to Landlord on or before the commencement of construction of the Tenant Improvements, to cause Landlord to provide an addition allowance of up to Eighty Thousand and 00/100 Dollars ($80,000.00) (the “TI Allowance”) for purposes of funding the Over-Allowance Amount. If Tenant exercises such option, monthly Base Rent payable by Tenant throughout the initial Lease Term shall be increased by an amount sufficient to fully amortize the TI Allowance throughout the initial Lease Term based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of ten percent (10%) per annum. If Tenant makes such election, the parties shall enter into a amendment of this Lease to reflect such increase in Base Rent.

Over-Allowance Amount. After On the date that is five (5) business days after the Cost Proposal Delivery Date, Tenant has approved any shall deliver to Landlord cash in an amount (the “Over-Allowance Amount pursuant Amount”) equal to Section 3.1 above, Tenant shall pay to Landlord the Over-Allowance Amount in equal monthly installments in advance over difference between (i) the projected 4-month period amount of Landlord's construction the Cost Proposal and (ii) the amount of the Tenant Improvements, with the first installment payable prior to and as a condition of Landlord's obligation to commence construction of the Tenant ImprovementsImprovement Allowance. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then-remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance, which procedure shall provide for the retention of ten (10%) of all construction funds until the construction of the Tenant Improvements has been completed. In the event that, after the Cost Proposal is preparedDelivery Date, any revisions, changes, or substitutions shall be made to the Approved Tenant Improvement Plans Construction Drawings or the Tenant Improvements pursuant to Tenant's Change Order request, and provided that Landlord has approved the sameImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord in advance equal monthly installments over the construction period remaining immediately upon Landlord’s request as an addition to the Over-Allowance Amount. In the event that Tenant has paid any Over Allowance Amount and the final cost of the Tenant Improvements exceeds the sum of the Tenant Improvement Allowance and the Over Allowance Amount paid by Tenant, then that excess, not to exceed the Over Allowance Amount, shall be refunded to Tenant within five (5) business days after final determination by Landlord of the cost of constructing the Tenant Improvements.

Over-Allowance Amount. After On the Cost Proposal Delivery Date, Tenant has approved any shall identify the estimated amount (the “Over-Allowance Amount pursuant Amount”) equal to Section 3.1 abovethe difference between the amount of the Cost Proposal and the amount of the Tenant Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the commencement of construction of the Tenant Improvements). Tenant shall pay pay, on a monthly basis, within ten ( l 0) business days of written notice from Landlord, a percentage of each amount disbursed by Landlord to Landlord the Contractor or otherwise disbursed under this Tenant Work Letter, which percentage shall be equal to the amount of the Over-Allowance Amount in equal monthly installments in advance over divided by the projected 4-month period of Landlord's construction amount of the Cost Proposal, and such payment by Tenant Improvements, with the first installment payable prior to and as shall•be a condition of to Landlord's obligation to commence construction pay any further amounts of the Tenant Improvements. The Over-Allowance Amount shall be disbursed by Landlord pursuant to the same procedure as the Tenant Improvement Allowance, which procedure shall provide for the retention of ten (10%) of all construction funds until the construction of the Tenant Improvements has been completed. In the event that, after the Cost Proposal is preparedDelivery Date, any revisions, changes, or substitutions shall be made to the Approved Tenant Improvement Plans Construction Drawings or the Tenant Improvements pursuant to Tenant's Change Order request, and provided that Landlord has approved the sameImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord in advance equal monthly installments over the construction period remaining immediately upon Landlord's request as an addition to the Over-Allowance Amount.

Over-Allowance Amount. After Tenant has approved any Over-Allowance Amount pursuant to Section 3.1 aboveOn the Cost Proposal Delivery Date, Tenant shall pay deliver to Landlord cash in an amount (the Over"OVER-Allowance Amount in ALLOWANCE AMOUNT") equal monthly installments in advance over to the projected 4-month period difference between (i) the amount of Landlord's construction the Cost Proposal and (ii) the amount of the Tenant Improvements, with the first installment payable prior to and as a condition of Landlord's obligation to commence construction of the Tenant ImprovementsImprovement Allowance. The Over-Allowance Amount shall be disbursed by Landlord on a pro-rata basis along with the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance, which procedure shall provide for the retention of ten (10%) of all construction funds until the construction of the Tenant Improvements has been completed. In the event that, after the Cost Proposal is preparedDelivery Date, any revisions, changes, or substitutions shall be made to the Approved Tenant Improvement Plans Construction Drawings or the Tenant Improvements pursuant to Tenant's Change Order request, and provided that Landlord has approved the sameImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord in advance equal monthly installments over the construction period remaining immediately upon Landlord's request as an addition to the Over-Allowance Amount. In addition, if the Final Working Drawings or any amendment thereof or supplement thereto shall require alterations in the Base Building (as contrasted with the Tenant Improvements), and if Landlord in its sole and exclusive discretion agrees to any such alterations, and notifies Tenant of the need and cost for such alterations, then Tenant shall pay the cost of such required changes in advance upon receipt of notice thereof. If after all final costs in connection with the Tenant Improvements have been paid there remain unused Over-Allowance Amount funds, such unused funds shall be returned to Tenant within thirty (30) days.

Over-Allowance Amount. After On the Cost Proposal Delivery Date, Tenant has approved any shall identify the estimated amount (the “Over-Allowance Amount pursuant Amount”) equal to Section 3.1 above, the difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance. Tenant shall pay pay, on a monthly basis, within fifteen (15) days after written notice from Landlord, a percentage of each amount disbursed by Landlord to Landlord the Contractor or otherwise disbursed under this Tenant Work Letter, which percentage shall be equal to the amount of the Over-Allowance Amount in equal monthly installments in advance over divided by the projected 4-month period of Landlord's construction amount of the Cost Proposal, and such payment by Tenant Improvements, with the first installment payable prior to and as shall be a condition of to Landlord's ’s obligation to commence construction pay any further amounts of the Tenant Improvements. The Over-Allowance Amount shall be disbursed by Landlord pursuant to the same procedure as the Tenant Improvement Allowance, which procedure shall provide for the retention of ten (10%) of all construction funds until the construction of the Tenant Improvements has been completed. In the event that, after the Cost Proposal is preparedDelivery Date, any revisions, changes, or substitutions shall be made to the Approved Tenant Improvement Plans Construction Drawings or the Tenant Improvements pursuant as the result of (i) a ratified “Tenant Change”, as that term is defined in Section 4.3.5 of this Tenant Work Letter, or (ii) a change requested by Landlord and reasonably approved by Tenant, then, subjection to Tenant's Change Order request, and provided that Landlord has approved the sameterms of Section 2.3 of this Tenant Work Letter, any EXHIBIT B [535 Mission Street] additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord in advance equal monthly installments over the construction period remaining immediately upon Landlord’s request as an addition to the Over-Allowance Amount.

Over-Allowance Amount. After Any revisions, changes, or substitutions made with Tenant’s consent or requested by Tenant has approved to the Plans or the Approved Working Drawings or the Tenant Improvements, or if necessary to comply with applicable law, shall be referred to herein as a “Change Order”. All costs to construct the Tenant Improvements resulting from a Change Order which increase the costs associated with the Tenant Improvements, shall be considered to be an “Over-Allowance Amount;” provided that any such Over-Allowance Amount pursuant is pre-approved by Tenant (if Tenant fails to Section 3.1 above, Tenant shall pay respond to Landlord the Landlord’s Over-Allowance Amount in equal monthly installments in advance over the projected 4notice within three (3) business days, it is deemed approved). The Over-month period Allowance Amount shall be paid by Tenant to Landlord, as Additional Rent, within ten (10) days after Tenant’s receipt of Landlord's construction of the Tenant Improvements, with the first installment payable prior to and as a condition of Landlord's obligation to commence construction of the Tenant Improvementsan invoice therefor. The Over-Allowance Amount shall be disbursed by Landlord pursuant prior to the same procedure as disbursement of any portion of the Tenant Improvement Allowance, which procedure shall provide for the retention of ten (10%) of all construction funds until Allowance towards the construction of the Tenant Improvements has been completed. In the event that, after the Cost Proposal is prepared, any revisions, changes, or substitutions shall be made to the Approved Tenant Improvement Plans or the Tenant Improvements pursuant to Tenant's Change Order request, and provided that Landlord has approved the same, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord in advance equal monthly installments over the construction period remaining as an addition to the Over-Allowance AmountImprovements.

Over-Allowance Amount. After On the Cost Proposal Delivery Date, Tenant has approved any shall deliver to Landlord cash in an amount (the "Over-Allowance Amount pursuant Amount") equal to Section 3.1 above, Tenant shall pay to Landlord the Over-Allowance Amount in equal monthly installments in advance over difference between (i) the projected 4-month period amount of Landlord's construction the Cost Proposal and (ii) the amount of the Tenant Improvements, with the first installment payable prior to and as a condition of Landlord's obligation to commence construction of the Tenant ImprovementsImprovement Allowance. The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance, which procedure shall provide for the retention of ten (10%) of all construction funds until the construction of the Tenant Improvements has been completed. In the event that, after the Cost Proposal is preparedDelivery Date, any revisions, changes, or substitutions shall be made to the Approved Tenant Improvement Plans Construction Drawings or the Tenant Improvements pursuant to Tenant's Change Order request, and provided that Landlord has approved the sameImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord in advance equal monthly installments over the construction period remaining immediately upon Landlord's request as an addition to the Over-Allowance Amount. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord's property under the terms of the Lease. Tenant hereby acknowledges and agrees that Tenant shall be responsible for all costs associated with the Tenant Improvements to the extent the same exceed the Tenant Improvement Allowance (notwithstanding the content of the Cost Proposal).

Over-Allowance Amount. After Tenant has approved any Over-Allowance Amount pursuant to Section 3.1 aboveOn the Cost Proposal Delivery Date, Tenant shall pay deliver to Landlord cash in an amount (the “Over-–Allowance Amount in Amount”) equal monthly installments in advance over to the projected 4-month period difference between (i) the amount of Landlord's construction the Cost Proposal and (ii) the amount of the Tenant ImprovementsImprovement Allowance (less any portion thereof already disbursed by Landlord, with or in the first installment payable prior to and as a condition process of being disbursed by Landlord's obligation to commence construction of , on or before the Tenant ImprovementsCost Proposal Delivery Date). The Over-–Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Tenant Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance, which procedure shall provide for the retention of ten (10%) of all construction funds until the construction of the Tenant Improvements has been completed. In the event that, after the Cost Proposal is preparedDate, any revisions, changes, or substitutions shall be made to the Approved Tenant Improvement Plans Construction Drawings or the Tenant Improvements pursuant to Tenant's Change Order request, and provided that Landlord has approved the sameImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be added to the last Proposal and shall be paid by Tenant to Landlord in advance equal monthly installments over the construction period remaining as an addition immediately upon Landlord’s request to the extent such additional costs increase any existing Over-–Allowance Amount or result in an Over–Allowance Amount.

Over-Allowance Amount. After On the next business day following the Cost Proposal Delivery Date, Tenant has approved any shall deliver to Landlord an amount (the "Over-Allowance Amount pursuant Amount") equal to Section 3.1 above, Tenant shall pay to Landlord the Over-Allowance Amount in equal monthly installments in advance over difference between (i) the projected 4-month period of Landlord's construction amount of the Tenant Improvements, with Cost Proposal and (ii) the first installment payable prior to and as a condition of Landlord's obligation to commence construction amount of the Tenant ImprovementsImprovement Allowance (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the Cost Proposal Delivery Date). The Over-Allowance Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of the Improvement Allowance, and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance, which procedure shall provide for the retention of ten (10%) of all construction funds until the construction of the Tenant Improvements has been completed. In the event that, after the Cost Proposal is preparedDelivery Date, any revisions, changes, or substitutions shall be made with Tenant's approval to the Approved Tenant Improvement Plans Construction Drawings or the Tenant Improvements pursuant to Tenant's Change Order request, and provided that Landlord has approved the sameImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord in advance equal monthly installments over the construction period remaining immediately upon Landlord's request as an addition to the Over-Allowance Amount. Tenant shall have no obligation to pay Landlord for any costs arising from Landlord's or the Contractor's negligence, willful misconduct or breach of the construction contract.

Over-Allowance Amount. After Tenant has approved In the event of a change order requested by Xxxxxx, any excess of the amount of the Suite Improvement, is herein referred to as the “Over-Allowance Amount pursuant to Section 3.1 aboveAmount”. Concurrently with Xxxxxx’s approval of the Cost Proposal, Tenant shall pay to Landlord the Over-Allowance Amount in equal monthly installments in advance over the projected 4-month period of to Landlord's construction of the Tenant Improvements, with the first installment payable prior to and as a condition of Landlord's obligation to commence construction of the Tenant Improvements. The Any Over-Allowance Amount shall be disbursed by Landlord before the Suite Improvement Allowance and pursuant to the same procedure as Landlord disburses the Tenant Suite Improvement Allowance, which procedure shall provide for the retention of ten (10%) of all construction funds until the construction of the Tenant Improvements has been completed. In the event thatIf, after the Cost Proposal is preparedapproved by Tenant, (1) any revisions, changes, or substitutions shall be revision is made to the Approved Tenant Improvement Plans Construction Drawings, or the Tenant Suite Improvements are otherwise changed, in each case in a way that increases the Suite Improvement Costs, or (2) the Cost Proposal is otherwise increased to reflect the actual amount of Suite Improvement Costs to be incurred in connection with the performance of the Suite Improvements pursuant to Tenant's Change Order requestthe terms hereof, and provided that Landlord has approved the same, then Tenant shall deliver any additional costs which arise in connection with such revisions, changes or substitutions resulting Over-Allowance Amount (or any other additional costs shall be paid by Tenant to Landlord resulting increase in advance equal monthly installments over the construction period remaining as an addition to the Over-Allowance Amount) to Landlord immediately upon Landlord’s request. In the event that any Over-Allowance Amount delivered to Landlord remains unused upon completion of the Suite Improvements, such amount shall be credited against Rent.

Over-Allowance Amount. After On the Cost Proposal Delivery Date, Tenant has approved any shall identify the amount (the "Over-Allowance Amount pursuant Amount") equal to Section 3.1 abovethe difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant Improvement Allowance. In the event that the Cost Proposal is greater than the amount of the Tenant Improvement Allowance, then Tenant shall pay a percentage of each amount requested by the Contractor or otherwise to Landlord be disbursed under this Tenant Work Letter, which percentage shall be equal to the Over-Allowance Amount divided by the amount of the Cost Proposal (after deducting from the Cost Proposal any amounts expended in equal monthly installments in advance over connection with the projected 4-month period preparation of Landlord's the Construction Drawings, and the cost of all other Tenant Improvement Allowance Items incurred prior to the commencement of construction of the Tenant Improvements), with and such payments by Tenant (the first installment payable prior to and as "Over-Allowance Payments") shall be a condition of to Landlord's obligation to commence construction of the Tenant Improvements. The Over-Allowance Amount shall be disbursed by Landlord pursuant to the same procedure as pay any amounts from the Tenant Improvement Allowance, which procedure shall provide for the retention of ten (10%) of all construction funds until the construction of the Tenant Improvements has been completed. In the event that, after the Cost Proposal is preparedDelivery Date, any revisions, changes, or substitutions shall be made to the Approved Tenant Improvement Plans Construction Drawings or the Tenant Improvements pursuant to Tenant's Change Order request, and provided that Landlord has approved the sameImprovements, any additional costs which arise in connection with such revisions, changes or substitutions or any other additional costs shall be paid by Tenant to Landlord in advance equal monthly installments over the construction period remaining as an addition added to the Over-Allowance AmountAmount and the Final Costs, and the Over-Allowance Payments shall be recalculated in accordance with the terms of the immediately preceding sentence.