Common use of Excess Costs Clause in Contracts

Excess Costs. Subject to the provisions of Section 4.1.3 below, if (a) the actual cost of any line item of the Work set forth in the Budget (including all fees and soft costs) exceeds the portion of the Contract Sum allocated for that line item in the Budget, or (b) additional unanticipated costs are identified after the date of this Agreement for which amounts were not allocated or reallocated in the Budget (collectively, the “Excess Costs”), Contractor shall be solely responsible at its sole cost and expense for, and shall pay, the amount of all such Excess Costs required to complete the Work (or the component thereof) and otherwise to fulfill all of its obligations under this Agreement without reimbursement for the Excess Costs by Owner. In addition, if Owner reasonably and in good faith anticipates that an Excess Cost will be incurred to achieve Completion of the Work, Owner may provide written notice thereof to Contractor (“Cost Overrun Notice”). Within twenty (20) business days after receipt of such Cost Overrun Notice, Contractor may dispute the contents of such Cost Overrun Notice by delivering written notice thereof to Owner (the “Cost Overrun Dispute Notice”) explaining in reasonable detail that Owner’s estimation of Excess Costs is incorrect. If Contractor fails to deliver a Cost Overrun Dispute Notice, Contractor shall be deemed to have waived its right to dispute the Excess Costs identified in such Cost Overrun Notice. If Contractor delivers a Cost Overrun Dispute Notice, Owner may (A) withdraw such Cost Overrun Notice, (B) modify such Cost Overrun Notice to conform to all or any corrections offered by Contractor, or (C) if Owner disagrees with the contents of the Cost Overrun Dispute Notice, engage the Civil Engineer to determine whether (and to what extent) any Excess Costs will be incurred. If the Civil Engineer concludes that an Excess Cost will be incurred and the amount of such Excess Cost exceeds the amount, if any, of the Excess Costs identified in the Cost Overrun Dispute Notice, Contractor shall be solely responsible for the fees payable to such Civil Engineer. If the Civil Engineer concludes that the amount of Excess Costs to be incurred is equal to or less than the Excess Costs identified in the Cost Overrun Dispute Notice, Owner shall be solely responsible for the fees payable to such Civil Engineer. Any funds deposited with Owner shall be disbursed by Owner to Contractor upon completion of the applicable component of the Work and the payment of such Excess Costs, if any.

Excess Costs. Subject to the provisions of Section 4.1.3 below, if (a) the actual cost of any line item Tenant shall be solely responsible for all Improvement Costs in excess of the Work set forth in the Budget Improvement Allowance (including all fees and soft costs) exceeds the portion of the Contract Sum allocated for that line item in the Budget, or (b) additional unanticipated costs are identified after the date of this Agreement for which amounts were not allocated or reallocated in the Budget (collectively, the “Excess Costs”). Landlord may issue a TEA for Excess Costs, Contractor after the Improvement Allowance is exhausted. Tenant shall be solely responsible at its sole cost and expense for, and shall pay, the amount of all such pay Excess Costs required to complete the Work (or the component thereof) and otherwise to fulfill all of its obligations under this Agreement without reimbursement for the Excess Costs by Owner. In addition, if Owner reasonably and in good faith anticipates that an Excess Cost will be incurred to achieve Completion of the Work, Owner may provide written notice thereof to Contractor (“Cost Overrun Notice”). Within twenty (20) business Landlord within 30 days after receipt of such Cost Overrun Noticean invoice therefor from time to time, Contractor may dispute provided Landlord shall have the contents of such Cost Overrun Notice by delivering written notice thereof to Owner (the “Cost Overrun Dispute Notice”) explaining in reasonable detail that Owner’s estimation of Excess Costs is incorrect. If Contractor fails to deliver a Cost Overrun Dispute Notice, Contractor shall be deemed to have waived its right to dispute the Excess Costs identified in such Cost Overrun Notice. If Contractor delivers a Cost Overrun Dispute Notice, Owner may (A) withdraw such Cost Overrun Notice, (B) modify such Cost Overrun Notice invoice Tenant with respect to conform to all or any corrections offered by Contractor, or (C) if Owner disagrees with the contents particular components of the Cost Overrun Dispute Notice, engage the Civil Engineer to determine whether (and to what extent) any Excess Costs will be incurred. If the Civil Engineer concludes that an Excess Cost will be incurred Leasehold Improvements and the amount of such Excess Cost exceeds the amount, if any, of the Excess Costs identified in the Cost Overrun Dispute Notice, Contractor shall be solely responsible for the fees payable to such Civil Engineer. If the Civil Engineer concludes that the applicable amount of Excess Costs (as reasonably determined by Landlord) upon substantial completion of such component. Notwithstanding anything to the contrary herein, if the requirement of any public authority obligates either Landlord or Tenant to expend money in order to bring the Premises and/or any area of the Project into compliance with Laws solely as a result of the Leasehold Improvements (as opposed to a pre-existing violation), then Tenant shall bear all costs of bringing the Premises and/or Project into compliance with Laws, whether such costs are related to structural or nonstructural elements of the Premises or Project. EXHIBIT C-1 SPACE PLAN (NOT TO SCALE) EXHIBIT D CLEANING SPECIFICATIONS These specifications are subject to change without notice. The cost for any cleaning over and above the standard cleaning specifications are to be incurred is equal paid by tenant. EXHIBIT E RULES AND REGULATIONS 1. Sidewalks, entrances, passages, elevators, vestibules, stairways, corridors, halls, lobby, and any other part of the Building shall not be obstructed or encumbered by Tenant or used for any purpose other than ingress or egress to and from the Premises. Landlord shall have the right to control and operate the common portions of the Building and exterior facilities furnished for common use of the Building’s tenants (such as the eating, smoking, and parking areas) in such a manner as Landlord deems appropriate. 2. No awnings or less than other projections may be attached to the Excess Costs identified outside walls of the Building without the prior written consent of Landlord. All drapes and window blinds shall be of a quality, type, design, and color, and attached in a manner approved in writing by Landlord. 3. No showcases, display cases, or other articles may be put in front of or affixed to any part of the exterior of the Building, or placed in hallways or vestibules without the prior written consent of Landlord. All supplies shall be kept in designated storage areas. Tenant shall not use or permit the use of any portion of the Project for outdoor storage. No mats, trash, or other objects may be placed in the Cost Overrun Dispute Noticepublic corridors, Owner hallways, stairs, or other common areas of the Building. 4. Restrooms and other plumbing fixtures shall not be used for any purposes other than those for which they were constructed, and no debris, rubbish, rags, or other substances may be thrown therein. Only standard toilet tissue may be flushed in commodes. All damage resulting from any misuse of these fixtures shall be solely responsible the responsibility of the tenant who, or whose employees, agents, visitors, clients, or licensees, caused such damage. Bathing and changing of clothes is permitted only in designated shower/locker facilities, and is not permitted in restrooms. 5. Tenant shall not, without the prior written consent of Landlord, xxxx, paint, drill into, bore, cut, string wires, or in any way deface any part of the Premises or the Building except for the fees payable to such Civil Engineerreasonable hanging of decorative or instructional materials on the walls of the Premises. Any funds deposited with Owner Tenant shall be disbursed by Owner to Contractor upon completion remove seasonal decorations that are visible outside of the Premises within 30 days after the end of the applicable component season. 6. Tenant shall not construct, install, maintain, use, or operate in any part of the Work Project any electrical device, wiring, or other apparatus in connection with a loud speaker system or other sound/communication system that may be heard outside the Premises. 7. No bicycles, mopeds, skateboards, scooters, or other vehicles may be brought into, used, or kept in or about the Building or in the common areas of the Project other than in locations specifically designated thereof. No animals or pets of any kind (other than a service animal performing a specified task), including without limitation fish, rodents, and birds, may be brought into, used, or kept in or about the payment Building Rollerblading and roller skating is not permitted in the Building or in the common areas of such Excess Coststhe Project 8. Tenant shall not cause or permit any unusual or objectionable odors to be produced upon or permeate from the Premises. 9. No space in the Project may be used for the manufacture of goods for sale in the ordinary course of business, if anyor for sale at auction of merchandise, goods, or property of any kind. 00. Tenant shall not make any unseemly or disturbing noises, or disturb or interfere with the occupants of the Building or neighboring buildings or residences by voice, musical instrument, radio, talking machines, whistling, singing, lewd behavior, or in any other way All passage through the Building’s hallways, elevators, and main lobby shall be conducted in a quiet, businesslike manner Tenant shall not commit or suffer any waste upon the Premises, the Building, or the Project, or any nuisance, or do any other act or thing that may disturb the quiet enjoyment of any other tenant in the Building or Project.

Excess Costs. Subject to the provisions of Section 4.1.3 below, if (a) the actual The entire cost of any line item of the Work set forth in the Budget (including all fees and soft costs) exceeds the portion of the Contract Sum allocated for that line item in the Budget, or (b) additional unanticipated costs are identified after the date of this Agreement for which amounts were not allocated or reallocated in the Budget (collectively, the “Excess Costs”), Contractor shall be solely responsible at its sole cost and expense for, and shall pay, the amount of all such Excess Costs required to complete 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 component thereof) construction contract, which shall be Landlord's sole responsibility), general tenant signage, related ·taxes and otherwise to fulfill 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 its obligations under this Agreement without reimbursement for which costs are herein collectively called the Excess Costs "Total Construction Costs") in excess of the Construction Allowance (hereinafter defined) shall be paid by OwnerTenant. In additionUpon approval of the Working Drawings and the selection of the Agent at Risk, if Owner reasonably Tenant and Landlord shall work in good faith anticipates that an Excess 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 pay 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 which is the Total Construction Cost will and Landlord shall pay the balance of such draw (which Landlord portion shall be incurred paid from the· Construction Allowance). After the entire Construction Allowance has been disbursed, Tenant shall pay to achieve Landlord 100% of the amount by which Total Construction Costs exceed the Construction Allowance from time to time upon Landlord's request therefor (and in no event later than thirty (30) days after each such request). No later than thirty (30) days after Substantial Completion of the Work, Owner may provide written notice thereof Tenant shall pay to Contractor Landlord an amount equal to the Total Construction Costs (“Cost Overrun Notice”adjusted as provided herein for any approved changes to the Work). Within twenty , less (201) business days after receipt of such Cost Overrun Notice, Contractor may dispute the contents of such Cost Overrun Notice by delivering written notice thereof to Owner (the “Cost Overrun Dispute Notice”) explaining in reasonable detail that Owner’s estimation of Excess Costs is incorrect. If Contractor fails to deliver a Cost Overrun Dispute Notice, Contractor shall be deemed to have waived its right to dispute the Excess Costs identified in such Cost Overrun Notice. If Contractor delivers a Cost Overrun Dispute Notice, Owner may (A) withdraw such Cost Overrun Notice, (B) modify such Cost Overrun Notice to conform to all or any corrections offered by Contractor, or (C) if Owner disagrees with the contents of the Cost Overrun Dispute Notice, engage the Civil Engineer to determine whether (and to what extent) any Excess Costs will be incurred. If the Civil Engineer concludes that an Excess Cost will be incurred and the amount of such Excess Cost exceeds the amountadvance payment already made by Tenant, if any, of the Excess Costs identified in the Cost Overrun Dispute Notice, Contractor shall be solely responsible for the fees payable to such Civil Engineer. If the Civil Engineer concludes that and (2) the amount of Excess Costs to be incurred is equal to or less than the Excess Costs identified in the Cost Overrun Dispute NoticeConstruction Allowance, Owner shall be solely responsible provided that Landlord has delivered reasonable back-up (e.g., invoices) for the fees payable same, as well as copies of final lien waivers from the major contractors related to such Civil Engineerthe same. Any funds deposited with Owner shall be disbursed by Owner to Contractor upon completion In the event of the applicable component default of the Work and the payment of such Excess Costsexcess costs, if anyLandlord (in addition to all other remedies) shall have the same rights as for an Event of Default under this Lease.

Excess Costs. Subject to the provisions As of Section 4.1.3 below, if (a) the actual cost of any line item of the Work set forth in the Budget (including all fees and soft costs) exceeds the portion of the Contract Sum allocated for that line item in the Budget, or (b) additional unanticipated costs are identified after the date of this Agreement Amendment, the parties anticipate that the Total Construction Costs will exceed the 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 which amounts were not allocated or reallocated all xxxxxxxx from Landlord for the cost of the 15285 Work in excess of the Budget 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”), Contractor . 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 solely responsible at its sole cost and expense for, and required to pay for any Excess Costs. Landlord will invoice Tenant for such Excess Costs; such invoice shall pay, include adequate supporting documentation for the Excess Costs. Tenant shall pay Landlord the amount of all such Excess Costs required to complete the Work (or the component thereof) and otherwise to fulfill all of its obligations under this Agreement without reimbursement for the Excess Costs by Owner. In addition, if Owner reasonably and in good faith anticipates that an Excess Cost will be incurred to achieve Completion of the Work, Owner may provide written notice thereof to Contractor (“Cost Overrun Notice”). Within within twenty (20) business days after of receipt of such Cost Overrun Noticeinvoice, Contractor may dispute the contents of such Cost Overrun Notice by delivering written notice thereof to Owner (the “Cost Overrun Dispute Notice”) explaining in reasonable detail provided that Owner’s estimation of Excess Costs is incorrect. If Contractor fails to deliver a Cost Overrun Dispute Notice, Contractor shall be deemed to have waived its right to dispute the Excess Costs identified in such Cost Overrun Notice. If Contractor delivers a Cost Overrun Dispute Notice, Owner may (A) withdraw such Cost Overrun Notice, (B) modify such Cost Overrun Notice to conform to all or any corrections offered by Contractor, or (C) if Owner disagrees with the contents of the Cost Overrun Dispute Notice, engage the Civil Engineer to determine whether (and to what extent) any Excess Costs will be incurred. If the Civil Engineer concludes that an Excess Cost will be incurred and Tenant approves the amount of such Excess Cost exceeds the amount, if any, of the Excess Costs identified in the Cost Overrun Dispute Notice, Contractor shall be solely responsible for the fees payable to such Civil Engineer. If the Civil Engineer concludes that the amount of Excess Costs to be incurred is equal to or less than the Excess Costs identified in the Cost Overrun Dispute Notice, Owner shall be solely responsible for the fees payable to such Civil Engineer. Any funds deposited with Owner shall be disbursed by Owner to Contractor upon completion of the applicable component of the Work and the payment of such Excess Costs, if anysuch approval not to be unreasonably withheld, conditioned or delayed.

Excess Costs. Subject to The entire cost of performing the provisions 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 4.1.3 below10 of this Exhibit, if 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 promptly (a) execute a work order agreement prepared by Landlord which identifies such drawings and itemizes the actual cost of any line item of Total Construction Costs and sets forth the Work set forth in the Budget (including all fees Construction Allowance, and soft costs) exceeds the portion of the Contract Sum allocated for that line item in the Budget, or (b) additional unanticipated costs are identified after confirm in writing Tenant’s agreement to pay the date of this Agreement for amount by which amounts were not allocated or reallocated in Total Construction Costs exceed the Budget Construction Allowance (collectively, the ““ Excess Costs”), Contractor . Landlord and Tenant hereby agree that the Total Construction Costs shall be solely responsible at its sole cost 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 expense forbefore Tenant occupies the Premises to conduct business therein, and Tenant shall paypay to Landlord an amount equal to the Total Construction Costs (as adjusted 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. In the event of default of payment of such excess costs, Landlord (in addition to all such Excess Costs required to complete other remedies) shall have the Work (or the component thereof) and otherwise to fulfill all same rights as for an Event of its obligations Default under this Agreement without reimbursement for the Excess Costs by OwnerLease. In addition, if Owner reasonably and in good faith anticipates that an Excess Cost will be incurred to achieve Completion If any Construction Allowance remains after completion of the Work, Owner Tenant may provide written notice thereof apply up to Contractor (“Cost Overrun Notice”). Within twenty (20) business days after receipt of such Cost Overrun Notice, Contractor may dispute the contents of such Cost Overrun Notice by delivering written notice thereof to Owner (the “Cost Overrun Dispute Notice”) explaining in reasonable detail that Owner’s estimation of Excess Costs is incorrect. If Contractor fails to deliver a Cost Overrun Dispute Notice, Contractor shall be deemed to have waived its right to dispute the Excess Costs identified in such Cost Overrun Notice. If Contractor delivers a Cost Overrun Dispute Notice, Owner may (A) withdraw such Cost Overrun Notice, (B) modify such Cost Overrun Notice to conform to all or any corrections offered by Contractor, or (C) if Owner disagrees with the contents of the Cost Overrun Dispute Notice, engage the Civil Engineer to determine whether (and to what extent) any Excess Costs will be incurred. If the Civil Engineer concludes that an Excess Cost will be incurred and the amount of such Excess Cost exceeds the amount, if any, of the Excess Costs identified [***] per rentable square foot in the Cost Overrun Dispute Notice, Contractor shall be solely responsible for Premises toward the fees payable actual costs of relocating Tenant’s business to such Civil Engineer. If the Civil Engineer concludes that the amount of Excess Costs to be incurred is equal to or less than the Excess Costs identified in the Cost Overrun Dispute Notice, Owner shall be solely responsible for the fees payable to such Civil Engineer. Any funds deposited with Owner shall be disbursed by Owner to Contractor upon completion of the applicable component of the Work and the payment of such Excess Costs, if anyPremises.

Excess Costs. Subject to The entire cost of perform ing the provisions SMTS Work (exclud ing t11e cost of Section 4.1.3 provision of utilities during construction, but including design of the SMTS Work and preparation of the SMTS Working Drawings, Land lord's costs in connection with its review and approval of SMTS Working Drawings, costs under the SMTS Constrntract, costs of 11/02 SOG (BY)-INS Revised 10/03 629620.v x DALLAS:74008/000l3:1276703v6 additional jxx xxxxxxx services, general tenant signage, related taxes and insurance costs, and the construction management fee referenced below, if al l of which costs are herein collectively called the "Total SMTS Construction Costs") in excess of the SMTS Tenant Improvement Allowance (hereinafter defined) shall be paid by Tenant. Upon approval of the SMTS Working Drawings and selection of a contractor, Tenant shall promptl y (a) execute a work order agreement prepared by Landlord which identifies the SMTS Working Drawings and itemizes the Total SMTS Construction Costs and sets forth the SMTS Tenant Improvement Allowance, and pay to Landlord the full amount by which the estimated Total SMTS Construction Costs exceeds the SMTS Tenant Improvement Allowance. Upon Substantial Completion of the SMTS Work, and before Tenant occupies the Second Must-Take Space to conduct business therein , Tenant shall pay to Landlord an amount equal to the actual cost of Total SMTS Construction Costs (as adjusted for any line item approved changes to the Work), less ( I ) the amount of the Work advance payment already made by Tenant, and (2) the amount of th e SMTS Tenant Improvement Allowance. In the event of default of paymen t of such costs, Landlord (in addition to all other remedies) shall have the same rights as for an Event of Default under the Lease. Payments due by Tenant under this Exhibit B-2 shall constitute rent payable under the Lease and any late payment of amounts due hereunder shall bear interest and be subject to a charge as set forth in the Budget (including all fees and soft costs) exceeds the portion Section 3.2 of the Contract Sum allocated for that line item in the Budget, or (b) additional unanticipated costs are identified after the date of this Agreement for which amounts were not allocated or reallocated in the Budget (collectively, the “Excess Costs”), Contractor shall be solely responsible at its sole cost and expense for, and shall pay, the amount of all such Excess Costs required to complete the Work (or the component thereof) and otherwise to fulfill all of its obligations under this Agreement without reimbursement for the Excess Costs by Owner. In addition, if Owner reasonably and in good faith anticipates that an Excess Cost will be incurred to achieve Completion of the Work, Owner may provide written notice thereof to Contractor (“Cost Overrun Notice”). Within twenty (20) business days after receipt of such Cost Overrun Notice, Contractor may dispute the contents of such Cost Overrun Notice by delivering written notice thereof to Owner (the “Cost Overrun Dispute Notice”) explaining in reasonable detail that Owner’s estimation of Excess Costs is incorrect. If Contractor fails to deliver a Cost Overrun Dispute Notice, Contractor shall be deemed to have waived its right to dispute the Excess Costs identified in such Cost Overrun Notice. If Contractor delivers a Cost Overrun Dispute Notice, Owner may (A) withdraw such Cost Overrun Notice, (B) modify such Cost Overrun Notice to conform to all or any corrections offered by Contractor, or (C) if Owner disagrees with the contents of the Cost Overrun Dispute Notice, engage the Civil Engineer to determine whether (and to what extent) any Excess Costs will be incurred. If the Civil Engineer concludes that an Excess Cost will be incurred and the amount of such Excess Cost exceeds the amount, if any, of the Excess Costs identified in the Cost Overrun Dispute Notice, Contractor shall be solely responsible for the fees payable to such Civil Engineer. If the Civil Engineer concludes that the amount of Excess Costs to be incurred is equal to or less than the Excess Costs identified in the Cost Overrun Dispute Notice, Owner shall be solely responsible for the fees payable to such Civil Engineer. Any funds deposited with Owner shall be disbursed by Owner to Contractor upon completion of the applicable component of the Work and the payment of such Excess Costs, if anyLease.

Excess Costs. Subject 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 of which costs are herein collectively called the “Total Construction Costs”) in excess of the Construction Allowance (hereinafter defined), together with the amount of the Tenant’s Optional Allowance if Tenant elects to use such allowance, shall be paid by Tenant. Upon approval of the provisions Working Drawings and selection of Section 4.1.3 belowa contractor, if Tenant shall promptly (a) execute a work order agreement prepared by Landlord which identifies such drawings and itemizes the actual cost of any line item of Total Construction Costs and sets forth the Work set forth in the Budget (including all fees Construction Allowance, and soft costs) exceeds the portion of the Contract Sum allocated for that line item in the Budget, or (b) additional unanticipated costs are identified after the date pay to Landlord 50% of this Agreement for which amounts were not allocated or reallocated in the Budget (collectively, the “Excess Costs”), Contractor shall be solely responsible at its sole cost and expense for, and shall pay, the amount of all such Excess by which Total Construction Costs required to complete exceed the Work (or the component thereof) and otherwise to fulfill all of its obligations under this Agreement without reimbursement for the Excess Costs by Owner. In addition, if Owner reasonably and in good faith anticipates that an Excess Cost will be incurred to achieve Completion sum of the Work, Owner may provide written notice thereof to Contractor (“Cost Overrun Notice”). Within twenty (20) business days after receipt of such Cost Overrun Notice, Contractor may dispute the contents of such Cost Overrun Notice by delivering written notice thereof to Owner (the “Cost Overrun Dispute Notice”) explaining in reasonable detail that Owner’s estimation of Excess Costs is incorrect. If Contractor fails to deliver a Cost Overrun Dispute Notice, Contractor shall be deemed to have waived its right to dispute the Excess Costs identified in such Cost Overrun Notice. If Contractor delivers a Cost Overrun Dispute Notice, Owner may (A) withdraw such Cost Overrun Notice, (B) modify such Cost Overrun Notice to conform to all or any corrections offered by Contractor, or (C) if Owner disagrees with the contents of the Cost Overrun Dispute Notice, engage the Civil Engineer to determine whether (and to what extent) any Excess Costs will be incurred. If the Civil Engineer concludes that an Excess Cost will be incurred Construction Allowance and the amount of Tenant’s Optional Allowance if Tenant has elected a disbursement of such Excess Cost exceeds the amount, if any, amount pursuant to Section 10 of the Excess Costs identified in the Cost Overrun Dispute Notice, Contractor shall be solely responsible for the fees payable to such Civil Engineer. If the Civil Engineer concludes that the amount of Excess Costs to be incurred is equal to or less than the Excess Costs identified in the Cost Overrun Dispute Notice, Owner shall be solely responsible for the fees payable to such Civil Engineer. Any funds deposited with Owner shall be disbursed by Owner to Contractor upon completion of the applicable component this Exhibit B. 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 (I) the amount of the advance payment already made by Tenant, (2) the amount of the Construction Allowance (plus the amount of Tenant’s Optional Allowance if Tenant has elected a disbursement of such amount pursuant to Section 10 of this Exhibit B), and (3) the cost reasonably estimated by Landlord for completing all punchlist items. Upon completion of the punchlist items, Tenant shall pay to Landlord the cost incurred in completing the same. In the event of default of payment of such Excess Costsexcess costs, if anyLandlord (in addition to all other remedies) shall have the same rights as for an Event of Default under the Lease.

Excess Costs. Subject It is understood and agreed that Landlord is under no obligation to bear any portion of the provisions of Section 4.1.3 below, if (a) the actual cost of any line item of the Work set forth in Tenant Improvements except to the extent of the TI Allowance. If at any time and from time-to-time, the remaining TI Costs under the Budget exceed the remaining unexpended TI Allowance (including all fees and soft costs) exceeds the portion of the Contract Sum allocated for that line item in the Budget, or (b) additional unanticipated costs are identified after the date of this Agreement for which amounts were not allocated or reallocated in the Budget (collectively, the “Excess Costs”), Contractor Tenant shall be solely responsible at its sole cost and expense for, and thereafter pay directly all TI Costs until the remaining TI Costs under the Budget are equal to or less than the remaining unexpended TI Allowance. If Tenant fails to make any such payment (i) Landlord shall pay, the amount of all such Excess Costs required have no obligation to complete the Work (or the component thereof) and otherwise to fulfill all of its obligations under this Agreement without reimbursement for the Excess Costs by Owner. In addition, if Owner reasonably and in good faith anticipates that an Excess Cost will be incurred to achieve Completion fund any additional amounts of the Work, Owner may provide written notice thereof to Contractor (“Cost Overrun Notice”). Within twenty (20) business days after receipt of such Cost Overrun Notice, Contractor may dispute TI Allowance unless and until the contents of such Cost Overrun Notice by delivering written notice thereof to Owner (remaining TI Costs under the “Cost Overrun Dispute Notice”) explaining in reasonable detail that Owner’s estimation of Excess Costs is incorrect. If Contractor fails to deliver a Cost Overrun Dispute Notice, Contractor shall be deemed to have waived its right to dispute the Excess Costs identified in such Cost Overrun Notice. If Contractor delivers a Cost Overrun Dispute Notice, Owner may (A) withdraw such Cost Overrun Notice, (B) modify such Cost Overrun Notice to conform to all or any corrections offered by Contractor, or (C) if Owner disagrees with the contents of the Cost Overrun Dispute Notice, engage the Civil Engineer to determine whether (and to what extent) any Excess Costs will be incurred. If the Civil Engineer concludes that an Excess Cost will be incurred and the amount of such Excess Cost exceeds the amount, if any, of the Excess Costs identified in the Cost Overrun Dispute Notice, Contractor shall be solely responsible for the fees payable to such Civil Engineer. If the Civil Engineer concludes that the amount of Excess Costs to be incurred Budget is equal to or less than the Excess Costs identified remaining unexpended TI Allowance and (ii) Landlord shall have all of the rights and remedies set forth in the Cost Overrun Dispute NoticeLease for nonpayment of Rent, Owner and for purposes of any litigation instituted with regard to such amounts the same will be considered Rent. Such Excess Costs, together with the remaining TI Allowance, are herein referred to as the “TI Fund.” Notwithstanding anything to the contrary set forth in this Section 5(e), Tenant shall be fully and solely responsible liable for TI Costs and the fees payable to such Civil Engineer. Any funds deposited with Owner shall be disbursed by Owner to Contractor upon completion cost of Minor Variations (as defined below) in excess of the applicable component TI Allowance. If upon Substantial Completion (as defined below) of the Work Tenant Improvements and the payment of all sums due in connection therewith there remains any undisbursed TI Fund, Tenant shall be entitled to such undisbursed TI Fund solely to the extent of any Excess CostsCosts funded directly by Tenant. The term “Substantial Completion” shall mean the substantial completion of Tenant’s Work in a good and workmanlike manner, if anyin accordance with the Building Permit subject to Minor Variations and normal “punch list” items of a non-material nature which do not interfere with the use of the common areas or the Premises. Upon the Substantial Completion of Tenant’s Work, the Architect and the general contractor shall execute and deliver, for the benefit of Tenant and Landlord, a Certificate of Substantial Completion in the form of the American Institute of Architects document G704. The term “Minor Variations” shall mean any modifications reasonably required: (i) to comply with all applicable Legal Requirements and/or to obtain or to comply with any required permit (including the Building Permit); (ii) to comply with any request by Tenant for modifications to Tenant’s Work; (iii) to comport with good design, engineering, and construction practices which are not material; or (iv) to make reasonable adjustments for field deviations or conditions encountered during the construction of Tenant’s Work.

Excess Costs. Subject to the provisions of Section 4.1.3 below, if (a) the actual The cost of any line each item referenced in Section 5(a) above shall be charged against the Allowance. If the Work Cost exceeds the Allowance (such excess shall be referred to herein as the "Excess Amount"), Tenant may amortize the Excess Amount over the initial Term of the Work set forth Lease as additional Monthly Base Rent utilizing an interest rate factor of 9.50%; provided, however, that in no event shall Tenant be allowed to amortize more than $2.50 per Useable Square Foot into Monthly Base Rent (the Budget (including all fees and soft costs) exceeds the portion "Maximum Amortized TI Amount"). Tenant shall deliver notice to Landlord of the Contract Sum allocated for that line item in the Budget, or (b) additional unanticipated costs are identified after the date of this Agreement for which amounts were not allocated or reallocated in the Budget (collectively, the “Excess Costs”), Contractor shall be solely responsible at its sole cost and expense for, and shall pay, the amount of all Tenant's intent to amortize any such Excess Costs required to complete the Work Cost (or the component thereof"Amortization Notice") and otherwise to fulfill all of its obligations under this Agreement without reimbursement for the Excess Costs by Owner. In addition, if Owner reasonably and in good faith anticipates that an Excess Cost will be incurred to achieve Completion of the Work, Owner may provide written notice thereof to Contractor within five (“Cost Overrun Notice”). Within twenty (205) business days after receipt Tenant's approval of the Work Cost Estimate. The Amortization Notice shall be accompanied by payment in full of the amount (if any) by which the Excess Amount exceeds the sum of (i) the Allowance and (ii) the Maximum Amortized TI Amount. In the alternative, Tenant may pay to Landlord the Excess Amount prior to the expiration of such Cost Overrun Notice, Contractor may dispute five (5) business day period. Tenant's failure to deliver the contents Amortization Notice by the expiration of such Cost Overrun Notice by delivering written notice thereof to Owner five (the “Cost Overrun Dispute Notice”5) explaining in reasonable detail that Owner’s estimation of Excess Costs is incorrect. If Contractor fails to deliver a Cost Overrun Dispute Notice, Contractor business day period shall be deemed an election to have waived its right to dispute pay the Excess Costs identified Amount to Landlord in such full. Throughout the course of construction, any differences between the estimated Work Cost Overrun Notice. If Contractor delivers a in the Work Cost Overrun Dispute Notice, Owner may (A) withdraw such Cost Overrun Notice, (B) modify such Cost Overrun Notice to conform to all or any corrections offered by Contractor, or (C) if Owner disagrees with Statement and the contents of the Cost Overrun Dispute Notice, engage the Civil Engineer to determine whether (and to what extent) any Excess Costs will be incurred. If the Civil Engineer concludes that an Excess actual Work Cost will be incurred reasonably determined by Landlord and appropriate adjustments and payments by Landlord or Tenant, as the amount of such Excess Cost exceeds case may be, will be made within five (5) business days thereafter. As used herein, "Useable Square Feet" means the amount, if any, Rentable Square Footage of the Excess Costs identified Building as set forth in the Cost Overrun Dispute Notice, Contractor shall be solely responsible for the fees payable to such Civil Engineer. If the Civil Engineer concludes that the amount of Excess Costs to be incurred is equal to or less than the Excess Costs identified in the Cost Overrun Dispute Notice, Owner shall be solely responsible for the fees payable to such Civil Engineer. Any funds deposited with Owner shall be disbursed by Owner to Contractor upon completion Section 1(d) of the applicable component Lease, less the aggregate square footage of the Work following: (i) first and second floor core lobbies, (ii) restrooms, (iii) elevators, (iv) stairwells, and (v) the payment distributed HVAC systems within the Building. In no event will the Allowance be used to pay for Tenant's furniture, artifacts, equipment, telephone systems or any other item of such Excess Costs, if anypersonal property which is not affixed to the Premises.

Excess Costs. Subject to If the provisions of Section 4.1.3 below, if (a) the actual cost of any line item of the Work set forth in the Budget (including all fees and soft costs) exceeds the portion sum of the Contract Sum allocated for that line item in exceeds the BudgetFinish Allowance, or then Tenant shall promptly pay Landlord all such excess costs (b) additional unanticipated costs are identified after the date of this Agreement for which amounts were not allocated or reallocated in the Budget (collectively, the “'Excess Costs”), Contractor shall be solely responsible at its sole cost and expense for, and shall pay, the amount of all such Excess Costs required to complete the Work ") within ten (or the component thereof) and otherwise to fulfill all of its obligations under this Agreement without reimbursement for the Excess Costs by Owner. In addition, if Owner reasonably and in good faith anticipates that an Excess Cost will be incurred to achieve Completion of the Work, Owner may provide written notice thereof to Contractor (“Cost Overrun Notice”). Within twenty (2010) business days after receipt notification that such amount is due the contractor(s). Tenant shall be 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 work until the payment is received. All sums due Landlord under this Section 2.2 shall be considered Rent under the terms of 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 receive 100% of the excess thirty (30) 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 Cost Overrun NoticeExcess 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, Contractor may dispute the contents of such Cost Overrun Notice by delivering Tenant shall provide Landlord with written notice thereof of Tenant's election at least thirty (30) days prior to Owner (the “Cost Overrun Dispute Notice”) explaining in reasonable detail that Owner’s estimation of Excess Costs is incorrect. If Contractor fails to deliver a Cost Overrun Dispute Notice, Contractor shall be deemed to have waived its right to dispute the Excess Costs identified in such Cost Overrun Notice. If Contractor delivers a Cost Overrun Dispute Notice, Owner may (A) withdraw such Cost Overrun Notice, (B) modify such Cost Overrun Notice to conform to all or any corrections offered by Contractor, or (C) if Owner disagrees with the contents exhaustion of the Cost Overrun Dispute NoticeFinish Allowance and provided further, engage the Civil Engineer to determine whether Landlord and Tenant shall, within ten (and to what extent10) any Excess Costs will be incurred. If the Civil Engineer concludes that an Excess Cost will be incurred and days after Tenant's election as aforesaid enter into a separate agreement which agreement shall so state the amount of such Excess Cost exceeds the amountso amortized, if any, of the Excess Costs identified in the Cost Overrun Dispute Notice, Contractor shall be solely responsible for the fees payable to such Civil Engineer. If the Civil Engineer concludes that the amount of Excess Costs to be incurred is equal to or less than the Excess Costs identified in the Cost Overrun Dispute Notice, Owner shall be solely responsible for the fees payable to such Civil Engineer. Any funds deposited with Owner shall be disbursed by Owner to Contractor upon completion of the applicable component of the Work payment dates and the payment of such Excess Costs, if anyamounts due thereunder.

Excess Costs. Subject to the provisions As of Section 4.1.3 below, if (a) the actual cost of any line item of the Work set forth in the Budget (including all fees and soft costs) exceeds the portion of the Contract Sum allocated for that line item in the Budget, or (b) additional unanticipated costs are identified after the date of this Agreement Amendment, the parties anticipate that the Total Construction Costs will exceed the amount of the Construction Allowance. During the course of construction, once the cost of constructing the 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 which amounts were not allocated or reallocated all xxxxxxxx from Landlord for the cost of the Work in excess of the Budget 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 11 above. Under no circumstances shall Landlord be required to pay for the Above-Allowance Amounts. Following Substantial Completion of the 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”), Contractor . Under no circumstances (except if to correct deficiencies in the Work which are brought to Landlord’s attention within the Warranty Period) shall Landlord be solely responsible at its sole cost and expense for, and required to pay for any Excess Costs. Landlord will invoice Tenant for such Excess Costs; such invoice shall pay, include adequate supporting documentation for the Excess Costs. Tenant shall pay Landlord the amount of all such Excess Costs required to complete the Work (or the component thereof) and otherwise to fulfill all of its obligations under this Agreement without reimbursement for the Excess Costs by Owner. In addition, if Owner reasonably and in good faith anticipates that an Excess Cost will be incurred to achieve Completion of the Work, Owner may provide written notice thereof to Contractor (“Cost Overrun Notice”). Within within twenty (20) business days after of receipt of such Cost Overrun Noticeinvoice, Contractor may dispute the contents of such Cost Overrun Notice by delivering written notice thereof to Owner (the “Cost Overrun Dispute Notice”) explaining in reasonable detail provided that Owner’s estimation of Excess Costs is incorrect. If Contractor fails to deliver a Cost Overrun Dispute Notice, Contractor shall be deemed to have waived its right to dispute the Excess Costs identified in such Cost Overrun Notice. If Contractor delivers a Cost Overrun Dispute Notice, Owner may (A) withdraw such Cost Overrun Notice, (B) modify such Cost Overrun Notice to conform to all or any corrections offered by Contractor, or (C) if Owner disagrees with the contents of the Cost Overrun Dispute Notice, engage the Civil Engineer to determine whether (and to what extent) any Excess Costs will be incurred. If the Civil Engineer concludes that an Excess Cost will be incurred and Tenant approves the amount of such Excess Cost exceeds the amount, if any, of the Excess Costs identified in the Cost Overrun Dispute Notice, Contractor shall be solely responsible for the fees payable to such Civil Engineer. If the Civil Engineer concludes that the amount of Excess Costs to be incurred is equal to or less than the Excess Costs identified in the Cost Overrun Dispute Notice, Owner shall be solely responsible for the fees payable to such Civil Engineer. Any funds deposited with Owner shall be disbursed by Owner to Contractor upon completion of the applicable component of the Work and the payment of such Excess Costs, if anysuch approval not to be unreasonably withheld, conditioned or delayed.

Excess Costs. Subject to Within ten business days of Tenant’s submission of the provisions Final Plans, Landlord shall provide Tenant with a written summary (the “Excess Cost Summary”) of Section 4.1.3 below, if (a) the actual cost of any line item the Landlord’s Work, based on the Final Plans, that is in excess of the Work set forth Tenant Improvement Allowance (defined in the Budget Lease) (including all fees and soft costs) exceeds the portion of the Contract Sum allocated for that line item in the Budget, or (b) additional unanticipated costs are identified after the date of this Agreement for which amounts were not allocated or reallocated in the Budget (collectively, the “Excess Costs”), Contractor . The Excess Cost Summary (and any revisions thereto) shall be solely responsible at its sole cost and expense for, and include such reasonable supporting documentation as Tenant shall pay, reasonably require to confirm the amount accuracy of all such Excess Costs required to complete the Work (or the component thereof) and otherwise to fulfill all calculation of its obligations under this Agreement without reimbursement for the Excess Costs and compliance with the terms of this Work Letter. Landlord shall cause the General Contractor to obtain competitive bids for Landlord’s Work from at least three subcontractors for each trade and category of work shown on the Final Plans. Tenant shall have the right to specify one subcontractor reasonably acceptable to Landlord to participate in such competitive bidding for each such trade or category. Landlord shall not require Tenant to specify unionized subcontractors. Landlord shall cause the General Contractor to accept the lowest bid submitted for each such trade or category unless such bid fails to conform to the Final Plans, the lowest bidder is not fully qualified too perform the work, does not have sufficient resources to perform the work in a timely manner or is not bondable on commercially reasonable terms or the Landlord or the General Contractor otherwise reasonably objects. If Tenant is not satisfied with any such bid, Tenant shall have the option to revise the Final Plans, to submit the Final Plans for Landlord’s approval according to this Paragraph 5(b), and to have such revised Final Plans submitted to any affected subcontractor for a revised bid. Tenant agrees to advise Landlord in writing of any disapproval of the Excess Cost Summary, and the reasons therefor within five business days of receipt thereof. If Tenant fails to timely deliver to Landlord Tenant’s written disapproval of the Excess Cost Summary, the Excess Cost Summary shall be deemed approved by OwnerTenant. If the revised Excess Cost Summary is timely disapproved by Tenant pursuant to this paragraph, Tenant shall provide to Landlord a written explanation of the reason(s) for such disapproval concurrently with its disapproval, and the Excess Cost Summary, as appropriate, shall be promptly revised and resubmitted to Tenant for approval. If Tenant fails to provide a written explanation as and when required by this paragraph, the Excess Cost Summary shall be deemed approved by Tenant. Tenant agrees to approve in writing the revised Excess Cost Summary within five business days of its receipt thereof. If Tenant fails to timely deliver to Landlord written approval of the Excess Cost Summary, the Excess Cost Summary shall be deemed approved by Tenant. In additioncalculating the cost of Landlord’s Work for the purpose of determining the Excess Costs (“Landlord’s Construction Costs”), if Owner such costs shall include only (x) the total of all bids from subcontractors accepted by the General Contractor in accordance with this Paragraph 5(a) (the “Hard Costs”), (y) a charge for the General Contractor’s general conditions and fee equal to 7% of Hard Costs (which charge shall be 10% with respect to any net increase in the Hard Costs resulting from a change described in Paragraph 6(b) below; provided, however, there shall be no charge with respect to the first $50,000 worth of change orders) and (z) an additional sum of up to $800,000 for overtime charges approved by Landlord and Tenant, acting reasonably and in good faith anticipates that an Excess Cost will be incurred faith, as necessary to achieve accomplish Substantial Completion of on or before the Work, Owner may provide written notice thereof to Contractor (“Cost Overrun Notice”). Within twenty (20) business days after receipt of such Cost Overrun Notice, Contractor may dispute the contents of such Cost Overrun Notice by delivering written notice thereof to Owner (the “Cost Overrun Dispute Notice”) explaining in reasonable detail that Owner’s estimation of Excess Costs is incorrect. If Contractor fails to deliver a Cost Overrun Dispute Notice, Contractor shall be deemed to have waived its right to dispute the Excess Costs identified in such Cost Overrun Notice. If Contractor delivers a Cost Overrun Dispute Notice, Owner may (A) withdraw such Cost Overrun Notice, (B) modify such Cost Overrun Notice to conform to all or any corrections offered by Contractor, or (C) if Owner disagrees with the contents of the Cost Overrun Dispute Notice, engage the Civil Engineer to determine whether (and to what extent) any Excess Costs will be incurred. If the Civil Engineer concludes that an Excess Cost will be incurred and the amount of such Excess Cost exceeds the amount, if any, of the Excess Costs identified in the Cost Overrun Dispute Notice, Contractor shall be solely responsible for the fees payable to such Civil Engineer. If the Civil Engineer concludes that the amount of Excess Costs to be incurred is equal to or less than the Excess Costs identified in the Cost Overrun Dispute Notice, Owner shall be solely responsible for the fees payable to such Civil Engineer. Any funds deposited with Owner shall be disbursed by Owner to Contractor upon completion of the applicable component of the Work and the payment of such Excess Costs, if anyScheduled Term Commencement Date.

Excess Costs. Subject to the provisions As of Section 4.1.3 below, if (a) the actual cost of any line item of the Work set forth in the Budget (including all fees and soft costs) exceeds the portion of the Contract Sum allocated for that line item in the Budget, or (b) additional unanticipated costs are identified after the date of this Agreement Amendment, the parties anticipate that the Total Construction Costs will exceed the amount of the Construction Allowance. During the course of construction, once the cost of constructing the 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 which amounts were not allocated or reallocated all xxxxxxxx from Landlord for the cost of the Work in excess of the Budget 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 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”), Contractor . Under no circumstances (except if to correct deficiencies in the Work which are brought to Landlord’s attention within the Warranty Period) shall Landlord be solely responsible at its sole cost and expense for, and required to pay for any Excess Costs. Landlord will invoice Tenant for such Excess Costs; such invoice shall pay, include adequate supporting documentation for the Excess Costs. Tenant shall pay Landlord the amount of all such Excess Costs required to complete the Work (or the component thereof) and otherwise to fulfill all of its obligations under this Agreement without reimbursement for the Excess Costs by Owner. In addition, if Owner reasonably and in good faith anticipates that an Excess Cost will be incurred to achieve Completion of the Work, Owner may provide written notice thereof to Contractor (“Cost Overrun Notice”). Within within twenty (20) business days after of receipt of such Cost Overrun Noticeinvoice, Contractor may dispute the contents of such Cost Overrun Notice by delivering written notice thereof to Owner (the “Cost Overrun Dispute Notice”) explaining in reasonable detail provided that Owner’s estimation of Excess Costs is incorrect. If Contractor fails to deliver a Cost Overrun Dispute Notice, Contractor shall be deemed to have waived its right to dispute the Excess Costs identified in such Cost Overrun Notice. If Contractor delivers a Cost Overrun Dispute Notice, Owner may (A) withdraw such Cost Overrun Notice, (B) modify such Cost Overrun Notice to conform to all or any corrections offered by Contractor, or (C) if Owner disagrees with the contents of the Cost Overrun Dispute Notice, engage the Civil Engineer to determine whether (and to what extent) any Excess Costs will be incurred. If the Civil Engineer concludes that an Excess Cost will be incurred and Tenant approves the amount of such Excess Cost exceeds the amount, if any, of the Excess Costs identified in the Cost Overrun Dispute Notice, Contractor shall be solely responsible for the fees payable to such Civil Engineer. If the Civil Engineer concludes that the amount of Excess Costs to be incurred is equal to or less than the Excess Costs identified in the Cost Overrun Dispute Notice, Owner shall be solely responsible for the fees payable to such Civil Engineer. Any funds deposited with Owner shall be disbursed by Owner to Contractor upon completion of the applicable component of the Work and the payment of such Excess Costs, if anysuch approval not to be unreasonably withheld, conditioned or delayed.

Excess Costs. Subject to In the provisions of Section 4.1.3 belowevent any Replacement, if (a) Repair, or Restoration item exceeds the actual approved cost of any line item of the Work set forth in on either the Budget (including all fees and soft costs) exceeds Required Replacement Schedule for Replacements, the portion of the Contract Sum allocated Maximum Repair Cost for that line item in the BudgetRepairs, or (b) additional unanticipated costs are identified after the date of this Agreement initial cost approved by Lender for which amounts were not allocated or reallocated Restoration, as applicable, Borrower may submit a disbursement request to reimburse Borrower for such excess cost. The disbursement request must be in writing and include an explanation for such request. Lender shall make disbursements from the Budget (collectivelyapplicable Reserve/Escrow Account, if: the “Excess Costs”), Contractor shall be solely responsible at its sole excess cost and expense for, and shall pay, is commercially reasonable; the amount of funds in the applicable Reserve/Escrow Account is sufficient to pay such excess costs and the then-current estimated cost of completing all such Excess Costs required remaining Required Replacements, Restoration, or Required Repairs (at the Maximum Repair Cost), as applicable, and any other Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, or Additional Lender Repairs that have been previously approved by Lender; and all conditions for disbursement from the applicable Reserve/Escrow Account or the Repairs Escrow Account have been satisfied. Final Disbursements. Upon completion and satisfaction of all conditions for disbursements for any Repairs and Restoration, and further provided no Event of Default has occurred and is continuing, Lender shall disburse to complete Borrower any amounts then remaining in the Work Repairs Escrow Account or the Restoration Reserve Account, as applicable. Upon payment in full of the Indebtedness and release by Lender of the lien of the Security Instrument, Lender shall disburse to Borrower any and all amounts then remaining in the Reserve/Escrow Accounts (if not previously released). Approvals of Contracts; Assignment of Claims. Lender retains the right to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors, or other parties providing labor or materials in connection with the Replacements, Repairs, or Restoration. Notwithstanding Borrower’s or Affiliated Property Operator’s assignment in the Security Instrument or any other Loan Document (or Unaffiliated Master Lessee’s assignment pursuant to the component thereofOperating Lease SNDA) and otherwise to fulfill all of its obligations under this Agreement without reimbursement for rights and claims against all Persons supplying labor or materials in connection with the Excess Costs by Owner. In additionReplacements, if Owner reasonably and in good faith anticipates that an Excess Cost will be incurred to achieve Completion of the Work, Owner may provide written notice thereof to Contractor (“Cost Overrun Notice”). Within twenty (20) business days after receipt of such Cost Overrun Notice, Contractor may dispute the contents of such Cost Overrun Notice by delivering written notice thereof to Owner (the “Cost Overrun Dispute Notice”) explaining in reasonable detail that Owner’s estimation of Excess Costs is incorrect. If Contractor fails to deliver a Cost Overrun Dispute Notice, Contractor shall be deemed to have waived its right to dispute the Excess Costs identified in such Cost Overrun Notice. If Contractor delivers a Cost Overrun Dispute Notice, Owner may (A) withdraw such Cost Overrun Notice, (B) modify such Cost Overrun Notice to conform to all or any corrections offered by ContractorRepairs, or (C) if Owner disagrees with the contents Restoration, Lender will not pursue any such right or claim unless an Event of the Cost Overrun Dispute Notice, engage the Civil Engineer to determine whether (Default has occurred and to what extent) any Excess Costs will be incurred. If the Civil Engineer concludes that an Excess Cost will be incurred and the amount of such Excess Cost exceeds the amount, if any, of the Excess Costs identified is continuing or as otherwise provided in the Cost Overrun Dispute Notice, Contractor shall be solely responsible for the fees payable to such Civil Engineer. If the Civil Engineer concludes that the amount of Excess Costs to be incurred is equal to or less than the Excess Costs identified in the Cost Overrun Dispute Notice, Owner shall be solely responsible for the fees payable to such Civil Engineer. Any funds deposited with Owner shall be disbursed by Owner to Contractor upon completion of the applicable component of the Work and the payment of such Excess Costs, if anySection 14.3(ddddddd).

Excess Costs. Subject The parties will meet on a periodic basis to review actual performance against the Approved Budget or Flex Budget, as applicable. To the extent that the Actual Costs, in total, exceed the budgeted Costs in any Approved Budget after taking into account any Flex Budget described above, in total, such excess shall be regarded herein as “Excess Costs.” Penn Traffic covenants that it will at all times use good faith efforts to avoid, or minimize, Excess Costs to the provisions of Section 4.1.3 belowgreatest extent possible; provided however that the parties acknowledge that certain Costs are difficult or, if (a) the actual cost of any line item of the Work set forth in some cases, not possible for Penn Traffic to control, including but not limited to, inflation in the Budget cost rate of fuel, electricity or like commodities (including all fees e.g., natural gas); costs related to materially adverse weather conditions; costs related to actions or omissions on the part of C&S; medical-related inflation; costs related to start-up activities (e.g., hiring, training, and soft costs) exceeds related productivity); costs relating to changes in regulatory requirements, compliance with GAAP, and compliance with laws (provided such adjustment is not required to correct Penn Traffic’s non-compliance); and costs related to Force Majeure or Emergency Expenditures (“Uncontrollable Costs”). Accordingly, any review of Actual Costs against the portion of the Contract Sum allocated for that line item in the Approved Budget, or (b) additional unanticipated costs are identified after Flex Budget, as applicable, must take into account the date of this Agreement for extent to which amounts were not allocated or reallocated in the Budget (collectively, the “Excess Costs”), Contractor shall be solely responsible at its sole cost and expense for, and shall pay, the amount of all such Excess Costs required to complete the Work (or the component thereof) and otherwise to fulfill all of its obligations under this Agreement without reimbursement for the Excess Costs by Owner. In addition, if Owner reasonably and in good faith anticipates that an Excess Cost will be incurred to achieve Completion of the Work, Owner may provide written notice thereof to Contractor (“Cost Overrun Notice”). Within twenty (20) business days after receipt of such Cost Overrun Notice, Contractor may dispute the contents of such Cost Overrun Notice by delivering written notice thereof to Owner (the “Cost Overrun Dispute Notice”) explaining in reasonable detail that Owner’s estimation of Excess Costs is incorrect. If Contractor fails to deliver a Cost Overrun Dispute Notice, Contractor shall be deemed to have waived its right to dispute the Excess Costs identified in such Cost Overrun Notice. If Contractor delivers a Cost Overrun Dispute Notice, Owner may (A) withdraw such Cost Overrun Notice, (B) modify such Cost Overrun Notice to conform to all or any corrections offered by Contractor, or (C) if Owner disagrees with the contents of the Cost Overrun Dispute Notice, engage the Civil Engineer to determine whether (and to what extent) any Excess Costs will be incurredwere caused by such Uncontrollable Costs. If and to the Civil Engineer concludes extent at the conclusion of the annual reconciliation there are determined to be Excess Costs that an Excess Cost were not the result of Uncontrollable Costs, then C&S will not be incurred and the amount of such Excess Cost exceeds the amount, if any, required to pay for that portion of the Excess Costs identified in the Cost Overrun Dispute Notice, Contractor shall be solely responsible for the fees and such annual reconciliation will take into account any necessary adjustments to reimburse C&S or reduce any amounts payable to such Civil Engineer. If the Civil Engineer concludes Penn Traffic for that the amount of Excess Costs to be incurred is equal to or less than the Excess Costs identified in the Cost Overrun Dispute Notice, Owner shall be solely responsible for the fees payable to such Civil Engineer. Any funds deposited with Owner shall be disbursed by Owner to Contractor upon completion of the applicable component of the Work and the payment portion of such Excess Costs. Notwithstanding the foregoing, if anyone or more single line items of Costs materially exceed the Approved Budget (as Flexed) for such Cost(s) due to Penn Traffic’s wrongful neglect or intentionally wrongful actions, then C&S shall have no responsibility to pay for the amount so caused.

Excess Costs. Subject In the event the successful bid received pursuant to Section 2.3, above, causes (or is likely to cause) the provisions total expenses associated with construction of Section 4.1.3 belowthe Tenant Improvements to exceed the Improvement Allowance, if Landlord shall promptly notify Tenant of the amount (or Landlord's best estimate of the amount) of the overage ("Excess Cost"). Tenant, within five (5) days after receipt of Landlord's notice, shall notify Landlord as to whether Tenant (i) wishes Landlord to commence construction of the Tenant Improvements; or (ii) wishes to re-design the Premises so as to reduce the Excess Cost. In the event Tenant wishes to redesign the Premises so as to reduce the Excess Cost: (a) said redesign shall be performed at Tenant's sole expense; (b) said redesign shall be completed and submitted to Landlord within ten (10) days after Tenant's notice to Landlord that it wishes to redesign the actual cost Premises so as to reduce the Excess Cost; (c) said redesign shall not delay the Lease Commencement Date and any delay associated therewith shall constitute a Tenant Delay hereunder; and (d) said redesign shall be conclusive and binding on Tenant. In the event Tenant elects not to redesign the Premises or to partially redesign the Premises, any remaining Excess Cost shall be paid for by Tenant as hereinafter provided. Tenant shall have the right to amortize up to $5.00 per square foot of Excess Costs over the initial ten (10) year Lease Term at a twelve percent (12%) annual interest rate, which amount shall be payable by Tenant to Landlord in equal monthly installments of principal and interest which monthly installments shall be paid (as additional rent hereunder) at the same time as monthly payments of Base Rent otherwise stated to be due from Tenant to Landlord under the Lease are due and payable from Tenant to Landlord (but which monthly installments of principal and interest shall not be subject to annual 3% escalations as are otherwise applicable to Base Rent). Tenant shall notify Landlord of such election within ten (10) days after the Landlord provides Tenant with the Cost Estimate, or, if applicable, within ten (10) days after the above-described value engineering process has been completed and a revised Cost Estimate prepared, failing which Tenant shall be deemed to have elected not to amortize any line item Excess Cost. In the event Tenant elects to amortize any Excess Cost, Landlord and Tenant shall execute an amendment to the Lease verifying the amount of the Work set forth in Excess Cost and Tenant's payment schedule therefor. If the Budget total Excess Cost exceeds $5.00 per square foot, or if Tenant elects not to amortize all or any portion of the Excess Cost (including all fees or if Tenant refuses to execute an amendment to the Lease which correctly establishes the amount of the Excess Cost and soft costsTenant's payment schedule therefor within ten (10) exceeds business days after the amendment is presented by Landlord to Tenant for execution), then the portion of the Contract Sum allocated Excess Cost not amortized (up to the whole) or the entire Excess Cost if Tenant fails to execute a correctly prepared amendment within the aforesaid time period, shall be paid by Tenant as follows: One third (1/3) on or before the date of commencement of construction of the Tenant Improvements, one-third (1/3) within thirty (30) days after construction of the Tenant Improvements has been fifty percent (50%) completed (as certified by the general contractor), and one-third (1/3) upon substantial completion of the Tenant Improvements and in all events on or before the Commencement Date. Within thirty (30) days after completion of Landlord's Work, Landlord shall provide Tenant with a written statement (the "Final Statement") of the actual total cost of the Tenant Improvements (hereafter, the "Actual Cost"). If the Final Statement indicates that the Actual Cost was less than the Improvement Allowance, Tenant shall be entitled to apply the unused portion thereof (up to a maximum of $5.00 per rentable square foot) (i) to pay for that line item Tenant's satellite dish described in Section 29.2, Tenant's above-ground generator described in Section 29.3, Tenant's out-of-pocket moving expenses, or any other items permitted to be installed by Tenant as part of the BudgetTenant Improvements pursuant to Section 6.5(a), below, (ii) to pay for costs associated with the installation of Tenant's Outdoor Area pursuant to Section 29.4 of the Lease, or (biii) additional unanticipated costs are identified after as a credit against the date first payments of Base Rent becoming due under this Agreement for which amounts were not allocated or reallocated in Lease. If the Budget Final Statement indicates that the Actual Cost exceeded the sum of the Improvement Allowance and the Excess Costs previously disclosed and charged to Tenant pursuant to this Section 2.3 (collectively, the “Excess Costs”"Total Tenant Credit"), Contractor then Tenant shall be solely responsible at its sole cost pay Landlord an amount equal to the difference between the Actual Cost and expense for, and shall pay, the amount of all such Excess Costs required to complete the Work Total Tenant Credit within ten (or the component thereof) and otherwise to fulfill all of its obligations under this Agreement without reimbursement for the Excess Costs by Owner. In addition, if Owner reasonably and in good faith anticipates that an Excess Cost will be incurred to achieve Completion of the Work, Owner may provide written notice thereof to Contractor (“Cost Overrun Notice”). Within twenty (2010) business days after receipt of such Cost Overrun Notice, Contractor may dispute the contents of such Cost Overrun Notice by delivering written notice thereof to Owner (the “Cost Overrun Dispute Notice”) explaining in reasonable detail that Owner’s estimation of Excess Costs is incorrect. If Contractor fails to deliver a Cost Overrun Dispute Notice, Contractor shall be deemed to have waived its right to dispute the Excess Costs identified in such Cost Overrun Notice. If Contractor delivers a Cost Overrun Dispute Notice, Owner may (A) withdraw such Cost Overrun Notice, (B) modify such Cost Overrun Notice to conform to all or any corrections offered by Contractor, or (C) if Owner disagrees with the contents of the Cost Overrun Dispute Notice, engage the Civil Engineer to determine whether (and to what extent) any Excess Costs will be incurred. If the Civil Engineer concludes that an Excess Cost will be incurred and the amount of such Excess Cost exceeds the amount, if any, of the Excess Costs identified in the Cost Overrun Dispute Notice, Contractor shall be solely responsible for the fees payable to such Civil Engineer. If the Civil Engineer concludes that the amount of Excess Costs to be incurred is equal to or less than the Excess Costs identified in the Cost Overrun Dispute Notice, Owner shall be solely responsible for the fees payable to such Civil Engineer. Any funds deposited with Owner shall be disbursed by Owner to Contractor upon completion of the applicable component of the Work and the payment of such Excess Costs, if anyLandlord's statement.

Excess Costs. Subject Tenant shall pay the entire amount by which the First Expansion Premises Construction Costs (hereinafter defined) exceed the First Expansion Premises Construction Allowance (hereinafter defined) (such excess amount being referred to herein as the provisions “Excess Amount”). Upon approval of Section 4.1.3 belowthe First Expansion Premises Working Drawings and selection of a contractor, if Tenant shall promptly (a) execute a work order agreement prepared by Landlord which identifies such drawings and itemizes the actual cost First Expansion Premises Construction Costs and sets forth the First Expansion Premises Construction Allowance, and (b) pay to Landlord 50% of any line item Landlord’s estimate of the Work set forth in Excess Amount. Within 30 days after Substantial Completion of the Budget (including all fees and soft costs) exceeds the First Expansion Premises Work, Tenant shall pay to Landlord any remaining unpaid portion of the Contract Sum allocated for that line item in the Budget, or (b) additional unanticipated costs are identified after the date of this Agreement for which amounts were not allocated or reallocated in the Budget (collectively, the “Excess Costs”), Contractor shall be solely responsible at its sole cost and expense for, and shall pay, the amount of all such Excess Costs required to complete the Work (or the component thereof) and otherwise to fulfill all of its obligations under this Agreement without reimbursement for the Excess Costs by OwnerAmount. In addition, if Owner reasonably and in good faith anticipates that an Excess Cost will be incurred to achieve Completion the event of the Work, Owner may provide written notice thereof to Contractor (“Cost Overrun Notice”). Within twenty (20) business days after receipt default of such Cost Overrun Notice, Contractor may dispute the contents payment of such Cost Overrun Notice by delivering written notice thereof to Owner (the “Cost Overrun Dispute Notice”) explaining in reasonable detail that Owner’s estimation of Excess Costs is incorrect. If Contractor fails to deliver a Cost Overrun Dispute Notice, Contractor shall be deemed to have waived its right to dispute the Excess Costs identified in such Cost Overrun Notice. If Contractor delivers a Cost Overrun Dispute Notice, Owner may (A) withdraw such Cost Overrun Notice, (B) modify such Cost Overrun Notice to conform to all or any corrections offered by Contractor, or (C) if Owner disagrees with the contents of the Cost Overrun Dispute Notice, engage the Civil Engineer to determine whether (and to what extent) any Excess Costs will be incurred. If the Civil Engineer concludes that an Excess Cost will be incurred and the amount of such Excess Cost exceeds the amount, if any, portion of the Excess Costs identified Amount, Landlord (in addition to all other remedies) shall have the Cost Overrun Dispute Noticesame rights as for an Event of Default under this Lease. As used herein, Contractor shall be solely responsible “First Expansion Premises Construction Costs” means the entire cost of performing the First Expansion Premises Work, including design of and space planning for the fees payable to such Civil Engineer. If the Civil Engineer concludes that the amount of Excess Costs to be incurred is equal to or less than the Excess Costs identified in the Cost Overrun Dispute Notice, Owner shall be solely responsible for the fees payable to such Civil Engineer. Any funds deposited with Owner shall be disbursed by Owner to Contractor upon completion First Expansion Premises Work and preparation of the applicable component First Expansion Premises Working Drawings and the final “as-built” plan of the Work First Expansion Premises Work, costs of construction labor and materials, electrical usage during construction, additional janitorial services, standard building directory and suite tenant signage, related taxes and insurance costs, licenses, permits, certifications, surveys and other approvals required by Law, any applicable governmental fees, and the payment construction supervision fee referenced in Section 11 of such Excess Costs, if anythis Exhibit.

Excess Costs. Subject to the provisions of Section 4.1.3 below, if (a) the actual The cost of any line each item of the Work set forth referenced in the Budget (including all fees and soft costsSection 6(a) exceeds the portion of the Contract Sum allocated for that line item in the Budget, or (b) additional unanticipated costs are identified after the date of this Agreement for which amounts were not allocated or reallocated in the Budget above (collectively, the “Excess Costs”"Work Cost(s), Contractor ") shall be solely responsible at its sole cost charged against the Allowance. The parties acknowledge and expense for, and shall pay, agree further that it is currently estimated that the amount of total Work Costs (as defined in Section 6(b) below) may exceed the Allowance. At the time the parties approve the final bids for all such Excess Costs required to complete the Work (or the component thereof) and otherwise to fulfill substantially all of its obligations under this Agreement without reimbursement for the Excess work to be performed by subcontractors in accordance with the procedure established in Section 5(d) above, but in any event no later than April 24, 2000, Landlord shall estimate the total Work Costs by Ownertaking into account the final bids approved as of April 24, 2000. In addition, if Owner To the extent Landlord reasonably and in good faith anticipates estimates that an Excess Cost the total Work Costs will exceed the Allowance (as it may be incurred to achieve Completion of increased below) (the Work, Owner may provide written notice thereof to Contractor (“Cost Overrun Notice”"Original Estimated Overage"). Within twenty Tenant agrees to pay the Original Estimated Overage (20less any amounts actually expended by Tenant for Work Costs that are chargeable against the Allowance as provided in Section 6(a) above and for which Tenant has not and does not seek reimbursement form the Allowance) to Landlord no later than April 28, 2000. If at any time or from time to time the actual Work Costs exceed the Allowance, Tenant agrees to pay to Landlord such excess including Landlord's two percent (2%) fee associated with the supervision of such excess work within five (5) business days after receipt invoice therefor (less the Original Estimated Overage previously paid by Tenant and less any amounts actually expended by Tenant for Work Costs that are chargeable against the Allowance as provided in Section 6(a) above and for which Tenant has not and does not seek reimbursement from the Allowance). In no event will the Allowance be used to pay for Tenant's TI Systems, or Tenant's other furniture, artifacts, equipment, telephone systems or any other item of such Cost Overrun Noticepersonal property which is not affixed to the Premises. Notwithstanding the foregoing, Contractor may dispute Tenant shall have the contents right to amortize up to $5.00 per rentable square foot of such Cost Overrun Notice by delivering written notice thereof any excess Work Costs above the Allowance, i.e., up to Owner Four Hundred Fifty-Four Thousand Four Hundred Ninety Dollars ($454,490.00) ("Additional TI Allowance"), over the “Cost Overrun Dispute Notice”initial sixty-five (65) explaining in reasonable detail that Owner’s estimation months of Excess Costs is incorrectthe Term with interest at ten and one-half percent (10.5%) per annum. If Contractor fails to deliver a Cost Overrun Dispute Notice, Contractor Such amount shall be deemed to have waived its right to dispute due and payable in equal monthly installments ("Monthly TI Amortized Rent") concurrently with Tenant's payments of Monthly Basic Rent under the Excess Costs identified in such Cost Overrun Notice. If Contractor delivers a Cost Overrun Dispute Notice, Owner may (A) withdraw such Cost Overrun Notice, (B) modify such Cost Overrun Notice to conform to all or any corrections offered by Contractor, or (C) if Owner disagrees with the contents of the Cost Overrun Dispute Notice, engage the Civil Engineer to determine whether (and to what extent) any Excess Costs will be incurred. If the Civil Engineer concludes that an Excess Cost will be incurred and the amount of such Excess Cost exceeds the amount, if any, of the Excess Costs identified in the Cost Overrun Dispute Notice, Contractor shall be solely responsible for the fees payable to such Civil Engineer. If the Civil Engineer concludes that the amount of Excess Costs to be incurred is equal to or less than the Excess Costs identified in the Cost Overrun Dispute Notice, Owner shall be solely responsible for the fees payable to such Civil Engineer. Any funds deposited with Owner shall be disbursed by Owner to Contractor upon completion of the applicable component of the Work and the payment of such Excess Costs, if anyLease.

Excess Costs. Subject to the provisions of Section 4.1.3 below, if (a) the actual The entire cost of any line item performing the Work (including design of the Work set forth in the Budget (including all fees and soft costs) exceeds the portion preparation of the Contract Sum allocated for that line item in the BudgetSpace Plans and Working Drawings, or (b) costs of construction labor and materials, electrical usage during construction, additional unanticipated janitorial services, general tenant signage, and related taxes and insurance costs, all of which costs are identified after the date of this Agreement for which amounts were not allocated or reallocated in the Budget (collectively, herein collectively called the “Excess Total Construction Costs”), Contractor ) in excess of the Construction Allowance (hereinafter defined) shall be solely responsible at its sole cost 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 expense forreasonably acceptable to Tenant which identifies such drawings and itemizes the Total Construction Costs, sets forth the Construction Allowance and shall pay, calculates the amount of all such Excess Costs required Tenant Improvement Overage due from Tenant to complete the Work (or the component thereof) and otherwise to fulfill all of its obligations under this Agreement without reimbursement for the Excess Costs by OwnerLandlord. In addition, if Owner reasonably and in good faith anticipates that an Excess Cost will the Tenant Improvement Overage is calculated to be incurred more than fifty thousand dollars ($50,000), Tenant shall pay to achieve the Landlord, upon approval of the Working Drawings, 45% of the total Tenant Improvement Overage. Within thirty (30) calendar days of Substantial Completion of the Work, Owner may provide written notice thereof Tenant shall pay to Contractor Landlord the remaining balance of the Tenant Improvement Overage (“Cost Overrun Notice”)as adjusted for any approved changes to the Work) less retainage of ten (10%) of the aggregate amount of the Tenant Improvement Overage. Within twenty Upon the final completion of all punchlist items, Tenant shall promptly (20but in no event more than thirty (30) business days after receipt Tenant receives notice of such Cost Overrun Noticefinal completion) pay such retainage to Landlord. In the event of default of payment of the Tenant Improvement Overage, Contractor may dispute the contents of such Cost Overrun Notice by delivering written notice thereof to Owner Landlord (the “Cost Overrun Dispute Notice”) explaining in reasonable detail that Owner’s estimation of Excess Costs is incorrect. If Contractor fails to deliver a Cost Overrun Dispute Notice, Contractor shall be deemed to have waived its right to dispute the Excess Costs identified in such Cost Overrun Notice. If Contractor delivers a Cost Overrun Dispute Notice, Owner may (A) withdraw such Cost Overrun Notice, (B) modify such Cost Overrun Notice to conform addition to all or any corrections offered by Contractor, or (Cother remedies) if Owner disagrees with shall have the contents same rights as for an Event of Default under the Cost Overrun Dispute Notice, engage the Civil Engineer to determine whether (and to what extent) any Excess Costs will be incurred. If the Civil Engineer concludes that an Excess Cost will be incurred and the amount of such Excess Cost exceeds the amount, if any, of the Excess Costs identified in the Cost Overrun Dispute Notice, Contractor shall be solely responsible for the fees payable to such Civil Engineer. If the Civil Engineer concludes that the amount of Excess Costs to be incurred is equal to or less than the Excess Costs identified in the Cost Overrun Dispute Notice, Owner shall be solely responsible for the fees payable to such Civil Engineer. Any funds deposited with Owner shall be disbursed by Owner to Contractor upon completion of the applicable component of the Work and the payment of such Excess Costs, if anyLease.

Excess Costs. Subject to In the provisions of Section 4.1.3 below, if event that the Construction Costs exceed the Improvement Allowance (a) the actual cost of any line item of the Work set forth in the Budget (including all fees and soft costs) exceeds the portion of the Contract Sum allocated for that line item in the Budget, or (b) additional unanticipated costs are identified after the date of this Agreement for which amounts were not allocated or reallocated in the Budget (collectively, the “"Excess Costs”"), Contractor shall be solely responsible at its sole cost and expense for, and shall pay, the amount of all such Excess Costs required to complete the Work (or the component thereof) and otherwise to fulfill all of its obligations under this Agreement without reimbursement for the Excess Costs by Owner. In addition, if Owner reasonably and in good faith anticipates that an Excess Cost will be incurred to achieve Completion outstanding upon exhaustion of the Work, Owner may provide written notice thereof Improvement Allowance shall be borne exclusively by Tenant and Tenant agrees to Contractor (“Cost Overrun Notice”)indemnify Landlord from and against any Excess Costs. Within twenty (20) business days after receipt of such Cost Overrun Notice, Contractor may dispute the contents of such Cost Overrun Notice All amounts payable by delivering written notice thereof Tenant pursuant to Owner (the “Cost Overrun Dispute Notice”) explaining in reasonable detail that Owner’s estimation of Excess Costs is incorrect. If Contractor fails to deliver a Cost Overrun Dispute Notice, Contractor this Workletter shall be deemed to have waived 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 right to dispute 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 identified have been paid for by Tenant, and (iii) the requirements set forth in such Cost Overrun NoticeSection 4(c)(iii) above have been satisfied ("Tenant's Work Completion Date"). If Contractor delivers a Cost Overrun Dispute NoticeIn the event that Tenant's Work Completion Date has not occurred by October 31, Owner may (A) withdraw such Cost Overrun Notice2016, (B) modify such Cost Overrun Notice then Tenant shall deliver to conform to all or any corrections offered by Contractor, or (C) if Owner disagrees Landlord in accordance with the contents procedures described herein, a replacement Letter of the Cost Overrun Dispute Notice, engage the Civil Engineer to determine whether (and to what extent) any Excess Costs will be incurred. If the Civil Engineer concludes that an Excess Cost will be incurred and Credit in the amount of such Excess Cost exceeds the amount, if any, of the Excess Costs identified then remaining as of said date which have not met the requirements of the 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 of the Letter of Credit and through Tenant's Work Completion Date, an unexpired Letter of Credit shall be in the Cost Overrun Dispute Notice, Contractor possession of Landlord. 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 the then outstanding Letter of Credit and retain the entire proceeds thereof as part of the Letter of Credit under this Lease unless and until Tenant provides Landlord with the required replacement Letter of Credit. The Letter of Credit shall be solely responsible for in form and substance reasonably satisfactory to Landlord. The form of the fees payable Letter of Credit attached hereto as Exhibit E is satisfactory to such Civil EngineerLandlord. If the Civil Engineer concludes form of Letter of Credit normally issued by Tenant's financial institution is different than the 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 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 become subject to any lien on account of labor, material or services furnished to Tenant. If Tenant fails to 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 lien. Landlord agrees that in the event Tenant has bonded over the lien due to a dispute, Landlord shall not have the 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 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 incurred is equal entitled to or less than interest on such cash proceeds. In no event shall the Excess Costs identified cash proceeds of any draw on the Letter of Credit be considered an advance payment of rent, and in the Cost Overrun Dispute Notice, Owner no event shall Tenant be solely responsible entitled to use such cash proceeds for the fees payable to such Civil Engineer. Any funds deposited with Owner shall be disbursed by Owner to Contractor upon completion of the applicable component of the Work and the payment of such Excess Costs, if anyrent. 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. Subject 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 provisions contrary, Total Construction Costs shall not include the following costs which costs shall be paid solely by Tenant: preparation of Section 4.1.3 belowthe Space Plans and the Working Drawings, if 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 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, less (a) the actual cost of any line item amounts already paid by Tenant to Landlord on account of the Work set forth in the Budget (including all fees Total Construction Costs, and soft costs) exceeds the portion of the Contract Sum allocated for that line item in the Budget, or (b) additional unanticipated costs are identified after the date of this Agreement for which amounts were not allocated or reallocated in the Budget (collectively, the “Excess Costs”), Contractor shall be solely responsible at its sole cost and expense for, and shall pay, the amount of all such Excess Costs required to complete the Work (or the component thereof) and otherwise to fulfill all of its obligations under this Agreement without reimbursement for the Excess Costs by OwnerConstruction Allowance. In addition, if Owner reasonably and in good faith anticipates that an Excess Cost will be incurred to achieve Completion the event of the Work, Owner may provide written notice thereof to Contractor (“Cost Overrun Notice”). Within twenty (20) business days after receipt default of such Cost Overrun Notice, Contractor may dispute the contents of such Cost Overrun Notice by delivering written notice thereof to Owner (the “Cost Overrun Dispute Notice”) explaining in reasonable detail that Owner’s estimation of Excess Costs is incorrect. If Contractor fails to deliver a Cost Overrun Dispute Notice, Contractor shall be deemed to have waived its right to dispute the Excess Costs identified in such Cost Overrun Notice. If Contractor delivers a Cost Overrun Dispute Notice, Owner may (A) withdraw such Cost Overrun Notice, (B) modify such Cost Overrun Notice to conform to all or any corrections offered by Contractor, or (C) if Owner disagrees with the contents of the Cost Overrun Dispute Notice, engage the Civil Engineer to determine whether (and to what extent) any Excess Costs will be incurred. If the Civil Engineer concludes that an Excess Cost will be incurred and the amount of such Excess Cost exceeds the amount, if any, of the Excess Costs identified in the Cost Overrun Dispute Notice, Contractor shall be solely responsible for the fees payable to such Civil Engineer. If the Civil Engineer concludes that the amount of Excess Costs to be incurred is equal to or less than the Excess Costs identified in the Cost Overrun Dispute Notice, Owner shall be solely responsible for the fees payable to such Civil Engineer. Any funds deposited with Owner shall be disbursed by Owner to Contractor upon completion of the applicable component of the Work and the payment of such Excess excess costs, Landlord (in addition to all other remedies) shall have the same rights as for an Event of Default under the Lease. Tenant shall pay to Landlord within three (3) days of demand therefor any Tenant’s Construction Costs paid by Landlord. In the event of default of payment of Tenant’s Construction Costs, if anyLandlord (in addition to all other remedies) shall have the same rights as for an Event of Default under the Lease.

Excess Costs. Subject to the provisions of Section 4.1.3 below, if (a) the actual cost of any line item of the Work set forth in the Budget (including all fees and soft costs) exceeds the portion of the Contract Sum allocated for that line item in the Budget, or (b) additional unanticipated costs are identified after the date of this Agreement for which amounts were not allocated or reallocated in the Budget (collectively, the “Excess Costs”), Contractor shall be solely responsible at its sole cost and expense for, and shall pay, the amount of all such Excess Costs required to complete the Work (or the component thereof) and otherwise to fulfill all of its obligations under this Agreement without reimbursement for the Excess Costs by Owner. In addition, if Owner reasonably and in good faith anticipates that an Excess Cost will be incurred to achieve Completion of the Work, Owner may provide written notice thereof to Contractor (“Cost Overrun Notice”). Within twenty (20) business days after receipt of such Cost Overrun Notice, Contractor may dispute the contents of such Cost Overrun Notice by delivering written notice thereof to Owner (the “Cost Overrun Dispute Notice”) explaining in reasonable detail that Owner’s estimation of Excess Costs is incorrect. If Contractor fails to deliver a Cost Overrun Dispute Notice, Contractor shall be deemed to have waived its right to dispute the Excess Costs identified in such Cost Overrun Notice. If Contractor delivers a Cost Overrun Dispute Notice, Owner may (A) withdraw such Cost Overrun Notice, (B) modify such Cost Overrun Notice to conform to all or any corrections offered by Contractor, or (C) if Owner disagrees with the contents of the Cost Overrun Dispute Notice, engage the Civil Engineer to determine whether (and to what extent) any Excess Costs will be incurred. If the Civil Engineer concludes that an Excess Cost will be incurred and the amount of such Excess Cost exceeds the amount, if any, of the Excess Costs identified in the Cost Overrun Dispute Notice, Contractor Tenant shall be solely responsible for any costs related to the fees payable 7th Floor Tenant Improvements in excess of the 7th Floor TI Allowance (as the same may be adjusted pursuant to such Civil Engineerthe 7th Floor TI Allowance Reallocation Right and subject to Landlord’s obligations under Section 2.3(a) of the 7th Floor Work Letter regarding costs incurred with respect to any Change (as defined in the 7th Floor Work Letter) requested by Landlord) (the “7th Floor Excess Costs”). If the Civil Engineer concludes that amount of the Approved Budget (as defined in the 7th Floor Work Letter) is greater than the 7th Floor TI Allowance (as the same may be adjusted pursuant to the 7th Floor TI Allowance Reallocation Right), but less than or equal to one hundred ten percent (110%) of the 7th Floor TI Allowance (as the same may be adjusted pursuant to the 7th Floor TI Allowance Reallocation Right), then Landlord shall first pay the entire 7th Floor TI Allowance, and after the 7th Floor TI Allowance (as the same may be adjusted pursuant to the 7th Floor TI Allowance Reallocation Right) has been expended, Tenant shall pay the 7th Floor Excess Costs. If the amount of the Approved Budget exceeds one hundred ten percent (110%) of the 7th Floor TI Allowance (as the same may be adjusted pursuant to the 7th Floor TI Allowance Reallocation Right), then Tenant shall deposit an amount equal to the 7th Floor Excess Costs to be incurred is equal to or with Landlord no less than ten (10) Business Days before commencing work on the Excess Costs identified in the Cost Overrun Dispute Notice7th Floor Tenant Improvements. In such case, Owner shall be solely responsible for the fees payable to such Civil Engineer. Any Tenant’s funds deposited with Owner shall be disbursed by Owner Landlord on a pari pasu basis with the 7th Floor TI Allowance (as the same may be adjusted pursuant to Contractor upon completion the 7th Floor TI Allowance Reallocation Right) as set forth in the 7th Floor Work Letter. Following disbursement of the applicable component 7th Floor TI Allowance (as the same may be adjusted pursuant to the 7th Floor TI Allowance Reallocation Right) and any Tenant funds deposited with Landlord, Tenant shall pay for all remaining costs (excluding costs that are Landlord’s obligation under Section 2.3(a) of the 7th Floor Work and Letter) for the payment 7th Floor Tenant Improvements within ten (10) Business Days after written notice from Landlord of the amount due from Tenant. At the option of Landlord, amounts payable by Tenant pursuant to this paragraph shall be paid directly to Tenant’s contractor or such Excess Costs, if anyother party as Landlord may reasonably designate in writing.

Excess Costs. Subject to the provisions of Section 4.1.3 below, if (a) the actual cost of any line item of the Work Except as set forth in this Exhibit D, the Budget entire cost of performing the Tenant Improvements (including all fees and soft costs) exceeds the portion preparation of the Contract Sum allocated Space Plans and Working Drawings (other than the initial “test fit” Space Plan for that line item in the BudgetInitial Premises and the First Expansion Premises (and one revision thereof each), or (b) additional unanticipated respectively), architectural/engineering costs as to any changes requested by Tenant, and the final “as-built” plan of the Tenant Improvements, costs of construction labor and materials, cleaning, related taxes and insurance costs, licenses, permits, certifications, surveys and other approvals required by Applicable Law, all of which costs are identified after herein collectively called the date “Total Construction Costs”) in excess of this Agreement for which amounts were not allocated or reallocated in the Budget Construction Allowance (collectively, hereinafter defined) shall be paid by Tenant (the “Excess Costs”). Upon selection of the approved bids for the Contractor and subcontractors upon Landlord’s submission to Tenant of a fully executed copy of the General Contractor, Contractor Tenant shall be solely responsible at its sole cost promptly (a) execute a work order agreement prepared by Landlord based upon the Approved Plans which itemizes the Total Construction Costs, the Final Budget and expense forthe Excess Costs. Tenant shall pay to Landlord the Excess Costs for the initial Premises monthly during the performance of the Tenant Improvements within ten (10) days of receipt of contractor on a pari passu basis with Landlord based on the same percentage of the Total Construction Costs paid by Landlord for such month (i.e., and if, in the first month, Landlord pays 25% of the Total Construction Costs, then Tenant shall pay, pay 25% of the total Excess Costs that month). Tenant shall pay the Excess Costs for the First Expansion Premises in like manner. Billing for Excess Costs shall take into account (1) the amount of all such Excess Costs required to complete the Work any advance payment made by Tenant, and (or the component thereof2) and otherwise to fulfill all of its obligations under this Agreement without reimbursement for the Excess Costs by Owner. In addition, if Owner reasonably and in good faith anticipates that an Excess Cost will be incurred to achieve Completion of the Work, Owner may provide written notice thereof to Contractor (“Cost Overrun Notice”). Within twenty (20) business days after receipt of such Cost Overrun Notice, Contractor may dispute the contents of such Cost Overrun Notice by delivering written notice thereof to Owner (the “Cost Overrun Dispute Notice”) explaining in reasonable detail that Owner’s estimation of Excess Costs is incorrect. If Contractor fails to deliver a Cost Overrun Dispute Notice, Contractor shall be deemed to have waived its right to dispute the Excess Costs identified in such Cost Overrun Notice. If Contractor delivers a Cost Overrun Dispute Notice, Owner may (A) withdraw such Cost Overrun Notice, (B) modify such Cost Overrun Notice to conform to all or any corrections offered by Contractor, or (C) if Owner disagrees with the contents of the Cost Overrun Dispute Notice, engage the Civil Engineer to determine whether (and to what extent) any Excess Costs will be incurred. If the Civil Engineer concludes that an Excess Cost will be incurred and the amount of such Excess Cost exceeds the amount, if any, Construction Allowance. In the event of the Excess Costs identified in the Cost Overrun Dispute Notice, Contractor shall be solely responsible for the fees payable to such Civil Engineer. If the Civil Engineer concludes that the amount default of Excess Costs to be incurred is equal to or less than the Excess Costs identified in the Cost Overrun Dispute Notice, Owner shall be solely responsible for the fees payable to such Civil Engineer. Any funds deposited with Owner shall be disbursed by Owner to Contractor upon completion of the applicable component of the Work and the payment of such Excess CostsCosts following notice and the expiration of any applicable cure period, if anyLandlord (in addition to all other remedies) shall have the same rights as for an Event of Default under this Lease. Landlord shall not be required to proceed with the Tenant Improvements unless and until Tenant has returned the work order agreement.

Excess Costs. Subject In the event any Replacement or Repair exceeds the approved cost set forth on the Required Replacement Schedule for Replacements, or the Maximum Repair Cost for Repairs, as applicable, or any Restoration item exceeds the initial cost approved by Lender for Restoration, Borrower (or Master Lessee, as directed by Borrower) may submit a disbursement request to reimburse Borrower (or Master Lessee, as directed by Borrower) for such excess cost. The disbursement request must be in writing and include an explanation for such request. Lender shall make disbursements from the applicable Reserve/Escrow Account, if: the excess cost is commercially reasonable; the amount of funds in the applicable Reserve/Escrow Account, is sufficient to pay such excess costs and the then-current estimated cost of completing all remaining Required Replacements, Restoration, or Required Repairs (at the Maximum Repair Cost), as applicable, and any other Borrower Requested Replacements, Borrower Requested Repairs, Additional Lender Replacements, or Additional Lender Repairs that have been previously approved by Lender; and all conditions for disbursement from the applicable Reserve/Escrow Account have been satisfied. Final Disbursements. Upon completion and satisfaction of all conditions for disbursements for any Repairs and Restoration, and further provided no Event of Default has occurred and is continuing, Lender shall disburse to Borrower (or Master Lessee, as directed by Borrower) any amounts then remaining in the Repairs Escrow Account or the Restoration Reserve Account, as applicable. Upon payment in full of the Indebtedness and release by Lender of the lien of the Security Instrument, Lender shall disburse to Borrower any and all amounts then remaining in the Reserve/Escrow Accounts (if not previously released). Borrower hereby appoints Master Lessee as attorney in fact with authorization to, pursuant to the provisions terms hereof, make disbursement requests and receive disbursements under any Reserve/Escrow Account. Borrower agrees to indemnify and hold Lender harmless from and against all losses, costs, liabilities, or damages (including reasonable attorneys’ fees) arising out of Section 4.1.3 below, if (a) the actual cost Lender’s acceptance of disbursement requests and/or disbursements made pursuant thereto. This accommodation shall not relieve Borrower of any line item of the Work obligations, conditions or requirements set forth in the Budget (including Loan Documents related to such disbursements. Approvals of Contracts; Assignment of Claims. Lender retains the right to approve all fees and soft costs) exceeds contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors, or other parties providing labor or materials in connection with the portion of the Contract Sum allocated for that line item Replacements, Repairs, or Restoration. Notwithstanding Borrower’s assignment in the BudgetSecurity Instrument (or Master Lessee’s assignment pursuant to the Master Lease Documents) of its rights and claims against all Persons supplying labor or materials in connection with the Replacements, Repairs, or (b) additional unanticipated costs are identified after the date Restoration, Lender will not pursue any such right or claim unless an Event of this Agreement for which amounts were not allocated Default has occurred and is continuing or reallocated as otherwise provided in the Budget (collectively, the “Excess Costs”Section 14.03(c), Contractor shall be solely responsible at its sole cost and expense for, and shall pay, the amount of all such Excess Costs required to complete the Work (or the component thereof) and otherwise to fulfill all of its obligations under this Agreement without reimbursement for the Excess Costs by Owner. In addition, if Owner reasonably and in good faith anticipates that an Excess Cost will be incurred to achieve Completion of the Work, Owner may provide written notice thereof to Contractor (“Cost Overrun Notice”). Within twenty (20) business days after receipt of such Cost Overrun Notice, Contractor may dispute the contents of such Cost Overrun Notice by delivering written notice thereof to Owner (the “Cost Overrun Dispute Notice”) explaining in reasonable detail that Owner’s estimation of Excess Costs is incorrect. If Contractor fails to deliver a Cost Overrun Dispute Notice, Contractor shall be deemed to have waived its right to dispute the Excess Costs identified in such Cost Overrun Notice. If Contractor delivers a Cost Overrun Dispute Notice, Owner may (A) withdraw such Cost Overrun Notice, (B) modify such Cost Overrun Notice to conform to all or any corrections offered by Contractor, or (C) if Owner disagrees with the contents of the Cost Overrun Dispute Notice, engage the Civil Engineer to determine whether (and to what extent) any Excess Costs will be incurred. If the Civil Engineer concludes that an Excess Cost will be incurred and the amount of such Excess Cost exceeds the amount, if any, of the Excess Costs identified in the Cost Overrun Dispute Notice, Contractor shall be solely responsible for the fees payable to such Civil Engineer. If the Civil Engineer concludes that the amount of Excess Costs to be incurred is equal to or less than the Excess Costs identified in the Cost Overrun Dispute Notice, Owner shall be solely responsible for the fees payable to such Civil Engineer. Any funds deposited with Owner shall be disbursed by Owner to Contractor upon completion of the applicable component of the Work and the payment of such Excess Costs, if any.

Excess Costs. Subject to The entire cost of performing the provisions FMTS Work (excluding the cost of Section 4.1.3 belowprovision of utilities during construction, if but including design of the FMTS Work and preparat ion of the FMTS Working Drawings, Landlord's costs in connection with its review and approval of FMTS Working Drawings, costs under the FMTS Construction Contract, costs of additional janitorial 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 "Tota l FMTS Construction C s .0in excess of the 11/02 SOG (BY)-INS Revised 10/03 629620.v x DALLAS:74008/000l3:1276703v6 FMTS Tenant Improvement Allowance (hereinafter defined) shall be paid by Txxxxx. Upon approval of the FMTS Working Drawings and selection of a contractor, Tenant shall promptly (a) execute a work order agreement prepared by Landlord which identifies the FMTS Working Drawings and itemizes the Total FMTS Construction Costs and sets forth the FMTS Tenant Improvement Allowance, and pay to Landlord the full amount by which the estimated Total FMTS Construction Costs exceeds the FMTS Tenant Improvement Allowance. Upon Substantial Completion of the FMTS Work, and before Tenant occupies the First Must-Take Space to conduct business therein, Tenant shall pay to Landlord an amount equal to the actual cost of Total FMTS Construction Costs (as adjusted for any line item approved changes to the Work), less (I ) the amount of the Work advance payment already made by Tenant, and (2) the amount of the FMTS Tenant Improvement Allowance. In the event of default of payment of such costs, Landlord (in addition to all other remedies) shall have the same rights as for an Event of Default under the Lease. Payments due by Tenant under this Exh ibit B-1 shall constitute rent payable under the Lease and any late payment of amounts due hereunder shall bear interest an d be subject to a charge as set forth in the Budget (including all fees and soft costs) exceeds the portion Section 3.2 of the Contract Sum allocated for that line item in the Budget, or (b) additional unanticipated costs are identified after the date of this Agreement for which amounts were not allocated or reallocated in the Budget (collectively, the “Excess Costs”), Contractor shall be solely responsible at its sole cost and expense for, and shall pay, the amount of all such Excess Costs required to complete the Work (or the component thereof) and otherwise to fulfill all of its obligations under this Agreement without reimbursement for the Excess Costs by Owner. In addition, if Owner reasonably and in good faith anticipates that an Excess Cost will be incurred to achieve Completion of the Work, Owner may provide written notice thereof to Contractor (“Cost Overrun Notice”). Within twenty (20) business days after receipt of such Cost Overrun Notice, Contractor may dispute the contents of such Cost Overrun Notice by delivering written notice thereof to Owner (the “Cost Overrun Dispute Notice”) explaining in reasonable detail that Owner’s estimation of Excess Costs is incorrect. If Contractor fails to deliver a Cost Overrun Dispute Notice, Contractor shall be deemed to have waived its right to dispute the Excess Costs identified in such Cost Overrun Notice. If Contractor delivers a Cost Overrun Dispute Notice, Owner may (A) withdraw such Cost Overrun Notice, (B) modify such Cost Overrun Notice to conform to all or any corrections offered by Contractor, or (C) if Owner disagrees with the contents of the Cost Overrun Dispute Notice, engage the Civil Engineer to determine whether (and to what extent) any Excess Costs will be incurred. If the Civil Engineer concludes that an Excess Cost will be incurred and the amount of such Excess Cost exceeds the amount, if any, of the Excess Costs identified in the Cost Overrun Dispute Notice, Contractor shall be solely responsible for the fees payable to such Civil Engineer. If the Civil Engineer concludes that the amount of Excess Costs to be incurred is equal to or less than the Excess Costs identified in the Cost Overrun Dispute Notice, Owner shall be solely responsible for the fees payable to such Civil Engineer. Any funds deposited with Owner shall be disbursed by Owner to Contractor upon completion of the applicable component of the Work and the payment of such Excess Costs, if anyLease.