Common use of Excess Tenant Improvement Costs Clause in Contracts

Excess Tenant Improvement Costs. Prior to commencing the Work, Landlord shall submit to Tenant a written statement of the actual Tenant Improvement Costs (the “Actual TI Costs”) (which shall include the amount of any overtime projected as necessary to Substantially Complete the Work by the Completion Date) as then known by Landlord, and such statement shall indicate the amount, if any, by which the Actual TI Costs exceeds the Tenant Improvement Allowance (the “Excess Tenant Improvement Costs”). The term “Excess Tenant Improvement Costs” shall also include the costs related to any and all Change Orders. Tenant agrees, within three (3) days after submission to it of such statement, to execute and deliver to Landlord, in the form then in use by Landlord, an authorization to proceed with the Work. Tenant shall faithfully pay all of the Excess Tenant Improvement Costs to Landlord in the following described manner. A portion of the Excess Tenant Improvement Costs up to a maximum amount of Forty Nine Thousand Two Hundred Seven and 50/100 Dollars ($49,207.50) shall be amortized over the initial term of the Lease at a fixed interest rate of eleven percent (11%) per annum and such amortized amount (together with interest charges thereon) shall be paid by Tenant with, and as part of, the Rent for the Premises in accordance with the provisions and requirements of Section 3 of the Lease (the “Amortized Excess TI Costs”). Except as set forth in Section 3(k) above, the portion of the Excess Tenant Improvement Costs in excess of the principal amount of the Amortized Excess TI Costs shall be paid by Tenant, in cash, to Landlord within ten (10) days of Landlord’s delivery to Tenant of a written demand therefor together with a reconciliation of such costs. Within two (2) weeks after the Tenant Improvements have been Substantially Completed and the actual Tenant Improvement Costs are known, the parties shall execute and deliver a written amendment to the Lease, in the form acceptable to the parties, wherein there shall be specified, inter alia, the amount of the Base Rent payable by Tenant during the initial term of the Lease after taking into account the amount of the Amortized Excess TI Costs. No Work shall be commenced until Tenant has fully complied with the preceding provisions of this Section 10. If Tenant fails to remit the sums so demanded by Landlord pursuant to Section 8 above and this Section 10 within the time periods required, Landlord may, at its option, following the expiration of any applicable notice and cure periods, declare Tenant in default under the Lease.

Excess Tenant Improvement Costs. Prior to commencing the Work, Landlord shall submit to Tenant a written statement of the actual Tenant Improvement Costs (the “Actual TI Costs”) (which shall include the amount of any overtime projected as necessary to Substantially Complete the Work by the Completion Date) as then known by Landlord, and such statement shall indicate the amount, if any, by which the Actual TI Costs exceeds the Tenant Improvement Allowance (the “The term "Excess Tenant Improvement Costs”). The term “Excess Tenant Improvement Costs” " as used herein shall also include mean and refer to the aggregate of (i) all costs related to any and all Change Requests/Change Orders. , and (ii) the amount by which the actual Tenant agreesImprovement Costs (exclusive of all costs referred to in item (i) above) (the "Actual TI Costs") exceed the Tenant Improvement Allowance, within three (3) days after submission subject to it the remaining provisions of such statement, to execute and deliver to Landlord, in the form then in use by Landlord, an authorization to proceed with the Workthis Section 10. Tenant shall faithfully pay all of the Excess Tenant Improvement Costs to Landlord in the following described manner. A portion of the Excess Tenant Improvement Costs up to a maximum amount of Forty Nine Four Hundred Fifty Five Thousand Two Six Hundred Seven Twenty and 50/100 00/100 Dollars ($49,207.50455,620.00), based on Five and 00/100 Dollars ($5.00) per rentable square foot for 91,124 square feet of the Premises, shall be amortized over the initial term of the Lease at a fixed interest the rate of eleven thirteen percent (1113%) per annum and such amortized amount (together with interest charges thereon) shall be paid by Tenant with, and as part of, the Rent for the Premises in accordance with the provisions and requirements of Section 3 of the Lease (the “"Amortized Excess TI Costs”"). Except as set forth in Section 3(k) above, the The portion of the Excess Tenant Improvement Costs in excess of the principal amount of the Amortized Excess TI Costs shall be paid by Tenant, in cash, to Landlord within ten (10) days of Landlord’s 's delivery to Tenant of a written demand therefor together with a reconciliation of such costs. Within two (2) weeks after the Tenant Improvements have been Substantially Completed and the actual Tenant Improvement Costs are known, the parties shall execute and deliver a written amendment to the Lease, in the form acceptable to the parties, wherein there shall be specified, inter alia, the amount of the Base Rent payable by Tenant during the initial term of the Lease after taking into account the amount of the Amortized Excess TI Costs. No Work shall be commenced until Tenant has fully complied with the preceding provisions of this Section 10. If Tenant fails to remit the sums so demanded by Landlord pursuant to Section 8 above and this Section 10 within the time periods required, Landlord may, at its option, following the expiration of any applicable notice and cure periods, declare Tenant in default under the Lease.

Excess Tenant Improvement Costs. Prior In the event the "Construction Costs" (as defined in Section 5(d) of this Lease) allocable to commencing the Work, Landlord shall submit tenant improvements (the "Tenant Improvements") to Tenant a written statement the interior of the actual Building not included within the base building interior shell pursuant to the specifications (the "Outline Specifications") entitled "Project Outline Specifications - CARECO, Virginia Beach, Virginia" dated May 8, 2003, and last revised September 12, 2003, exceed $15 per square foot of rentable area of the Building ($1,590,000.00) (the "Tenant Improvement Costs (the “Actual TI Costs”) (which Allowance"), Tenant shall include reimburse Landlord for the amount of any overtime projected as necessary to Substantially Complete the Work by the Completion Date) as then known by Landlord, and such statement shall indicate the amount, if any, by which the Actual TI Costs exceeds the Tenant Improvement Allowance excess costs (the “"Excess Tenant Improvement Costs”") in accordance with this Paragraph L. Promptly following Tenant's delivery of the Commencement Notice pursuant to Paragraph M below, Landlord shall provide Tenant with the general contractor's bid for the actual amount of the Tenant Improvements Costs. Landlord and Tenant shall work together in good faith to agree upon the actual amount of the Tenant Improvements Costs and shall also work together in good faith to agree upon an anticipated draw schedule for payment of the Tenant Improvements Costs. Each party shall then pay its proportionate share of the total Tenant Improvements Costs as such costs are incurred over the course of construction of the Project, with Tenant paying its proportionate share to Landlord within thirty (30) days after Tenant's receipt of an itemized invoice therefor (along with appropriate supporting documentation). The term “Tenant's proportionate share shall be determined by fraction, the numerator of which is the agreed upon Excess Tenant Improvements Costs, and the denominator of which is the total Tenant Improvements Costs, and Landlord's proportionate share shall be determined by fraction, the numerator of which is the Tenant Improvement Allowance, and the denominator of which is the total Tenant Improvements Costs. For example, if the Excess Tenant Improvements Costs constitute forty percent (40%) of the total Tenant Improvements Costs, Tenant shall pay forty percent (40%) of each draw relating to the Tenant Improvements Costs. Landlord shall maintain records relating to the Construction Costs of the Tenant Improvements, and the Excess Tenant Improvement Costs shall be established, on the same basis as provided with respect to the Rent Determination Base under Section 5(f) of this Lease. In the event the amounts paid by Tenant for the monthly draws during the course of construction as provided above are less than the total Excess Tenant Improvement Costs” shall also include the costs related to any and all Change Orders. Tenant agrees, within three (3) days after submission to it of such statement, to execute and deliver to Landlord, in the form then in use by Landlord, an authorization to proceed with the Work. Tenant shall faithfully pay all reimburse the balance of the Excess Tenant Improvement Costs Cost to Landlord in the following described manner. A portion of the Excess Tenant Improvement Costs up to a maximum amount of Forty Nine Thousand Two Hundred Seven and 50/100 Dollars within five ($49,207.505) shall be amortized over the initial term of the Lease at a fixed interest rate of eleven percent (11%) per annum and such amortized amount (together with interest charges thereon) shall be paid by Tenant with, and as part of, the Rent for the Premises in accordance with the provisions and requirements of Section 3 of the Lease (the “Amortized Excess TI Costs”). Except as set forth in Section 3(k) above, the portion business days after final determination of the Excess Tenant Improvement Costs in accordance with the foregoing. In the event Tenant's contributions have exceeded the Excess Tenant Improvement Costs, Landlord shall reimburse Tenant such excess within five (5) business days after the final determination of the principal amount of the Amortized Excess TI Costs shall be paid by Tenant, in cash, to Landlord within ten (10) days of Landlord’s delivery to Tenant of a written demand therefor together with a reconciliation of such costs. Within two (2) weeks after the Tenant Improvements have been Substantially Completed and the actual Tenant Improvement Costs are knownin accordance with the foregoing. As provided in Section 5(d) of this Lease, the parties Excess Tenant Improvement Costs shall execute and deliver a written amendment to the Lease, not be included in the form acceptable to the parties, wherein there shall be specified, inter alia, the amount of the Base Rent payable by Tenant during the initial term of the Lease after taking into account the amount of the Amortized Excess TI Costs. No Work shall be commenced until Tenant has fully complied with the preceding provisions of this Section 10. If Tenant fails to remit the sums so demanded by Landlord pursuant to Section 8 above and this Section 10 within the time periods required, Landlord may, at its option, following the expiration of any applicable notice and cure periods, declare Tenant in default under the LeaseDetermination Base.

Excess Tenant Improvement Costs. Prior to commencing the Work, Landlord shall submit to Tenant a written statement of the actual Tenant Improvement Costs (the “Actual TI Costs”) (which shall include the amount of any overtime projected as necessary to Substantially Complete the Work by the Completion Date) as then known by Landlord, and such statement shall indicate the amount, if any, by which the Actual TI Costs exceeds the Tenant Improvement Allowance (the “Excess Tenant Improvement Costs”). The term “Excess Tenant Improvement Costs” shall also include the costs related to any and all Change OrdersOrders to the extent such costs exceed the Tenant Improvement Allowance. Tenant agrees, within three five (35) days after submission to it of such statement, to execute and deliver to Landlord, in the form then in use by Landlord, an authorization to proceed with the Work. Tenant shall faithfully pay all Work and notice of the its election to either amortize those Excess Tenant Improvement Costs which may be amortized over the initial term of the Lease or to pay to Landlord all Excess Tenant Improvement Costs in the following described mannercash (as set forth below). A portion of the Excess Tenant Improvement Costs up to a maximum amount of Forty Nine Seventy Thousand Two Hundred Seven Five and 50/100 00/100 Dollars ($49,207.5070,005.00), based on Five and 00/100 Dollars ($5.00) shall per rentable square foot for 14,001 rentable square feet of the Premises, may, at Tenant’s election, be amortized over the initial term of the Lease at a fixed interest the rate of eleven ten percent (1110%) per annum and such amortized amount (together with interest charges thereon) shall be paid by Tenant with, and as part of, the Rent for the Premises in accordance with the provisions and requirements of Section 3 of the Lease (the “Amortized Excess TI Costs”); provided, in the event Tenant elects to amortize any of the Excess Tenant Improvement Costs, Tenant shall provide to Landlord an irrevocable stand-by letter of credit in the amount of all Amortized Excess TI Costs, which letter of credit shall (i) remain in force during the entire initial Term, (ii) otherwise be in form and content satisfactory to Landlord, in its sole discretion, and (iii) be from a bank or other financial institution reasonably acceptable to Landlord. Except as set forth in Section 3(k) above, the The portion of the Excess Tenant Improvement Costs in excess of the principal amount of the Amortized Excess TI Costs shall be paid by Tenant, in cash, to Landlord within ten (10) days of Landlordconcurrently with Tenant’s delivery to Tenant of a written demand therefor together with a reconciliation of such costs. Within two (2) weeks after the Tenant Improvements have been Substantially Completed and the actual Tenant Improvement Costs are known, the parties shall execute and deliver a written amendment to the Lease, in the form acceptable to the parties, wherein there shall be specified, inter alia, the amount Landlord of the Base Rent payable by Tenant during the initial term of the Lease after taking into account the amount of the Amortized Excess TI Costsaforementioned signed written authorization to proceed. No Work shall be commenced until Tenant has fully complied with the preceding provisions of this Section 10. If Tenant fails to remit the sums so demanded by Landlord pursuant to Section 8 above and this Section 10 within the time periods required, Landlord may, at its option, following declare Tenant in default under the expiration Lease. Tenant shall faithfully pay all of any applicable notice the Excess Tenant Improvement Costs which are not amortized to Landlord in cash, concurrently with Tenant’s delivery to Landlord of the aforementioned signed written authorization to proceed. No Work shall be commenced until Tenant has fully complied with the preceding provisions of this Section 10. If Tenant fails to remit the sums so demanded by Landlord pursuant to Section 8 above and cure periodsthis Section 10 within the time periods required, Landlord may, at its option, declare Tenant in default under the Lease.

Excess Tenant Improvement Costs. Prior The term “Excess Tenant Improvement Costs” as used herein shall mean and refer to commencing the Workaggregate of (i) all costs related to any and all Change Requests/Change Orders by Tenant, Landlord shall submit to Tenant a written statement of and (ii) the amount by which the actual Tenant Improvement Costs Cost (exclusive of all costs referred to in clause (i) above) (the “Actual TI Costs”) (which shall include the amount of any overtime projected as necessary to Substantially Complete the Work by the Completion Date) as then known by Landlord, and such statement shall indicate the amount, if any, by which the Actual TI Costs exceeds exceed the Tenant Improvement Allowance (Allowance, subject to the “Excess Tenant Improvement Costs”). The term “Excess Tenant Improvement Costs” shall also include the costs related to any and all Change Orders. Tenant agrees, within three (3) days after submission to it remaining provisions of such statement, to execute and deliver to Landlord, in the form then in use by Landlord, an authorization to proceed with the Workthis Section 10. Tenant shall faithfully pay all of the Excess Tenant Improvement Costs to Landlord in the following described manner. A portion of the The Excess Tenant Improvement Costs up to a maximum amount of Forty Nine Thousand Two Hundred Seven and 50/100 Dollars ($49,207.50) shall be amortized over the initial term of the Lease at a fixed interest rate of eleven percent (11%) per annum and such amortized amount (together with interest charges thereon) shall be paid by Tenant with, and as part of, the Rent for the Premises in accordance with the provisions and requirements of Section 3 of the Lease (the “Amortized Excess TI Costs”). Except as set forth in Section 3(k) above, the portion of the Excess Tenant Improvement Costs in excess of the principal amount of the Amortized Excess TI Costs shall be paid by Tenant, in cash, in progress payments, during the course of construction of the Tenant Improvements, pari passu (i.e. in proportion to the ratio that the amount of the Excess Tenant Improvement Costs bears to all (or the applicable portion) of the Tenant Improvement Allowance to be expended by Landlord on the Tenant Improvements for the Fourth Floor Premises (or the Fifth Floor Premises, as the case may be)) to Landlord within ten (10) business days of Landlord’s delivery to Tenant of a written demand therefor therefore, together with a reasonably detailed reconciliation of such costs. Within two (2) weeks after the Tenant Improvements have been Substantially Completed and the actual Tenant Improvement Costs are known, the parties shall execute and deliver a written amendment to the Lease, in the form acceptable to the parties, wherein there shall be specified, inter alia, the amount of the Base Rent payable by Tenant during the initial term of the Lease after taking into account the amount of the Amortized Excess TI Costs. No Work shall be commenced until Tenant has fully complied with the preceding provisions of this Section 10. If Tenant fails to remit the sums so demanded by Landlord pursuant to Section 8 above and this Section 10 within the time periods required, Landlord may, at its option, following the expiration of any applicable notice and cure periods, declare Tenant in default under the Lease. Landlord shall not be required to continue the Tenant Improvements until Excess Tenant Improvement Costs relating to Actual TI Costs have been paid by Tenant, as provided herein.

Excess Tenant Improvement Costs. Prior In the event the construction costs (including labor, materials, supplies, warranties and license and permit fees) (the "Tenant Improvements Costs") allocable to commencing the Worktenant improvements (the "Tenant Improvements") to the interior of the Building not included within the base building interior shell pursuant to the specifications (the "Outline Specifications") entitled "Project Outline Specifications - CARECO, Virginia Beach, Virginia" dated May 8, 2003, and last revised September 12, 2003, exceed $15 per square foot of rentable area of the Building ($1,590,000.00) (the "Tenant Improvement Allowance"), Tenant shall reimburse Landlord for the amount of such excess costs (the "Excess Tenant Improvement Costs") in accordance with this Paragraph L. On or prior to October 10, 2003, Landlord shall provide Tenant with the general contractor's bid for the actual amount of the Tenant Improvements Costs. Landlord and Tenant shall work together in good faith to agree upon the actual amount of the Tenant Improvements Costs on or prior to November 1, 2003 and shall also work together in good faith to agree upon an anticipated draw schedule for payment of the Tenant Improvements Costs. Each party shall then pay its proportionate share of the total Tenant Improvements Costs as such costs are incurred over the course of construction of the Project, with Tenant paying its proportionate share to Landlord within thirty (30) days after Tenant's receipt of an itemized invoice therefor (along with appropriate supporting documentation). Tenant's proportionate share shall be determined by fraction, the numerator of which is the agreed upon Excess Tenant Improvements Costs, and the denominator of which is the total Tenant Improvements Costs, and Landlord's proportionate share shall be determined by fraction, the numerator of which is the Tenant Improvement Allowance, and the denominator of which is the total Tenant Improvements Costs. For example, if the Excess Tenant Improvements Costs constitute forty percent (40%) of the total Tenant Improvements Costs, Tenant shall pay forty percent (40%) of each draw relating to the Tenant Improvements Costs. During the course of construction of the Project and for a period of three (3) years after the Commencement Date, Landlord shall maintain a complete and accurate accounting of the Tenant Improvements Costs, and Landlord's records of the Tenant Improvements Costs shall be subject to periodic reviews and/or audits by Tenant's representatives. As soon as all components of the Tenant Improvements Costs can be accurately determined, Landlord shall submit to Tenant a written statement complete summary (the "Summary") of the actual Tenant Improvement Costs Improvements Costs, and Tenant shall have thirty (30) days to check and verify all figures included in the “Actual TI Tenant Improvements Costs”) (which shall include . For the purpose of verifying the amount of the Tenant Improvements Costs, Tenant may examine Landlord's records of the Tenant Improvements Costs at Tenant's expense upon reasonable advance notice to Landlord. Within thirty (30) days after Tenant's receipt of the Summary, Tenant shall either (i) acknowledge in writing Tenant's confirmation of the Tenant Improvements Costs as stated in the Summary, or (ii) notify Landlord in writing of any overtime projected amount that Tenant questions as necessary being accurate or as being includable in the Tenant Improvements Costs. If no notice is given to Substantially Complete Landlord within five (5) days after Tenant has received a reminder notice to make such determination with respect to the Work by Summary, the Completion DateTenant Improvements Costs as set forth in the Summary shall be deemed approved. If Tenant questions the accuracy of any figure in the Summary or its inclusion in the Tenant Improvements Costs, Landlord and Tenant shall make a good faith attempt to resolve such issue. If they are unable to resolve all such issues within fifteen (15) as then known by Landlorddays from the date of Tenant's written notice raising such issues, Landlord and Tenant shall each name an individual and these two individuals shall together select a third individual, and such statement these three individuals shall indicate the amount, if any, by which the Actual TI Costs exceeds constitute a board of arbitration to determine the Tenant Improvement Allowance (Improvements Costs. No individual shall be appointed as an arbitrator who is not familiar with construction costs in similar real estate developments and with industry practices in the “Hampton Roads, Virginia area. The charges of the arbitrators shall be paid equally by Landlord and Tenant. The decision of the majority of the three arbitrators shall be final and binding upon both Landlord and Tenant. In the event the amounts paid by Tenant for the monthly draws during the course of construction as provided above are less than the total Excess Tenant Improvement Costs”). The term “Excess Tenant Improvement Costs” shall also include the costs related to any and all Change Orders. Tenant agrees, within three (3) days after submission to it of such statement, to execute and deliver to Landlord, in the form then in use by Landlord, an authorization to proceed with the Work. Tenant shall faithfully pay all reimburse the balance of the Excess Tenant Improvement Costs Cost to Landlord in the following described manner. A portion of the Excess Tenant Improvement Costs up to a maximum amount of Forty Nine Thousand Two Hundred Seven and 50/100 Dollars within five ($49,207.505) shall be amortized over the initial term of the Lease at a fixed interest rate of eleven percent (11%) per annum and such amortized amount (together with interest charges thereon) shall be paid by Tenant with, and as part of, the Rent for the Premises in accordance with the provisions and requirements of Section 3 of the Lease (the “Amortized Excess TI Costs”). Except as set forth in Section 3(k) above, the portion business days after final determination of the Excess Tenant Improvement Costs in accordance with the foregoing. In the event Tenant's contributions have exceeded the Excess Tenant Improvement Cost, Landlord shall reimburse Tenant such excess within five (5) business days after the final determination of the principal amount of the Amortized Excess TI Costs shall be paid by Tenant, in cash, to Landlord within ten (10) days of Landlord’s delivery to Tenant of a written demand therefor together with a reconciliation of such costs. Within two (2) weeks after the Tenant Improvements have been Substantially Completed and the actual Tenant Improvement Costs are known, the parties shall execute and deliver a written amendment to the Lease, in the form acceptable to the parties, wherein there shall be specified, inter alia, the amount of the Base Rent payable by Tenant during the initial term of the Lease after taking into account the amount of the Amortized Excess TI Costs. No Work shall be commenced until Tenant has fully complied accordance with the preceding provisions of this Section 10. If Tenant fails to remit the sums so demanded by Landlord pursuant to Section 8 above and this Section 10 within the time periods required, Landlord may, at its option, following the expiration of any applicable notice and cure periods, declare Tenant in default under the Leaseforegoing.

Excess Tenant Improvement Costs. Prior Subtenant and Sublandlord will each perform their work pursuant to commencing the WorkWork Letter. As described in the Work Letter, Landlord shall submit to Tenant a written statement Sublandlord is providing Subtenant with an allowance of the actual Tenant Improvement Costs $32,000.00 (the “Actual TI Costs”"Allowance") (which shall include for Subtenant's Work including the amount of any overtime projected as necessary $7,000.00 for design services. In addition to Substantially Complete paying the Allowance pursuant to the terms of the Work Letter, Sublandlord will advance the actual costs of Subtenant's Improvements (such costs to be approved in writing by Sublandlord pursuant to the Completion DateWork Letter) in excess of the Allowance which excess is referred to as then known by Landlord, and such statement shall indicate the amount, if any, by which the Actual TI Costs exceeds the Tenant Improvement Allowance (the “"Excess Tenant Improvement Costs”)" up to the amount of $400,000.00. The term “Excess Tenant Improvement Costs” Costs as advanced by Sublandlord will be repaid to Sublandlord by Subtenant as additional rent as described in Section 3.4. 1. Any Excess Tenant Improvement Costs which are over and above the $400,000.00 maximum shall also include be borne by Subtenant. 3.4.1 The Excess Tenant Improvement Costs will be amortized over the costs related ten year Term of this Sublease with interest at the rate of 8.5 percent per annum and the monthly amount necessary to amortize such sum over ten years will be paid monthly by Subtenant together with Minimum Rent and Common Area Charges. 3.4.2 Sublandlord shall use its reasonable efforts to recover tenant improvement losses caused by the fire destruction. "Reasonable efforts" shall require Sublandlord to give due consideration to the interests of the Subtenant. To the extent that Sublandlord ultimately recovers on insurance claims ("Claims") against Sublandlord's carrier (the Chubb Group of Companies) or any and all Change Orders. Tenant agreesother carrier, within three (3) days after submission which recoveries are attributable specifically to it Subtenant's improvements under the Old Sublease, then the amount of such statement, to execute recovery (less any unreimbursed costs and deliver to Landlord, attorneys' fees incurred by Sublandlord in the form then in use by Landlordpursuit of such Claims) shall, an authorization to proceed with the Work. Tenant shall faithfully pay all of if and when received, be applied against the Excess Tenant Improvement Costs and the then remaining amount of Excess Tenant Improvement Costs will be reamortized over the then remaining Term. Further, Subtenant shall be credited for any accelerated payments (of principal but not of interest) made to Landlord in Sublandlord under this Section 3.4 which exceed the following described manner. A portion of payments which would have been due under the reamortized amount. 3.4.3 FOR EXAMPLE, if (a) the Excess Tenant Improvement Costs up is $300,000; (b) $200,000 is received by Sublandlord from the carrier(s) in payment of Claims after eight amortization payments have been made by Subtenant to a maximum amount Sublandlord under Section 3.4. 1; (c) $20,000 in costs and attorneys' fees was incurred by Sublandlord in pursuit of Forty Nine Thousand Two Hundred Seven and 50/100 Dollars the Claims; then... ($49,207.501) Sublandlord shall be amortized over the initial term of the Lease at reimbursed $20,000 in costs and attorneys' fees; (2) Subtenant shall receive a fixed interest rate of eleven percent (11%) per annum and such amortized amount (together with interest charges thereon) shall be paid by Tenant with, and as part of, the Rent for the Premises in accordance with the provisions and requirements of Section 3 of the Lease (the “Amortized Excess TI Costs”). Except as set forth in Section 3(k) above, the portion of credit against the Excess Tenant Improvement Costs in of $17,853.92 for excess of the principal amount of the Amortized amortization payments as follows: amortization payments at $300,000 $ 3,719.57/mo. amortization payments at $120,000 $ 1,487.82/mo. -------------- (monthly excess) $ 2,231.74/mo. x8 --------- (excess monthly payments) $17,853.92 (3) The remaining unpaid Excess TI Costs shall be paid by Tenant, in cash, to Landlord within ten (10) days of Landlord’s delivery to Tenant of a written demand therefor together with a reconciliation of such costs. Within two (2) weeks after the Tenant Improvements have been Substantially Completed and the actual Tenant Improvement Costs are known, would be $107,839.20 ($300,000 - $180,000 - ($1,487.82 x 8) = $102,146.08; and (4) Subtenant would continue making amortization payments of $1,487.82 each month for the parties shall execute and deliver a written amendment to the Lease, in the form acceptable to the parties, wherein there shall be specified, inter alia, the amount balance of the Base Rent payable by Tenant during the initial term of the Lease after taking into account the amount of the Amortized Excess TI Costs. No Work shall be commenced until Tenant has fully complied with the preceding provisions of this Section 10. If Tenant fails to remit the sums so demanded by Landlord pursuant to Section 8 above and this Section 10 within the time periods required, Landlord may, at its option, following the expiration of any applicable notice and cure periods, declare Tenant in default under the LeaseTerm.

Excess Tenant Improvement Costs. Prior The term “Excess Tenant Improvement Costs” as used herein shall mean and refer to commencing the Workaggregate of (i) all costs related to any and all Change Requests/Change Orders, Landlord shall submit to Tenant a written statement of and (ii) the amount by which the actual Tenant Improvement Costs (exclusive of all costs referred to in item (i) above) (the “Actual TI Costs”) (which shall include the amount of any overtime projected as necessary to Substantially Complete the Work by the Completion Date) as then known by Landlord, and such statement shall indicate the amount, if any, by which the Actual TI Costs exceeds exceed the Tenant Improvement Allowance (Allowance, subject to the “Excess Tenant Improvement Costs”). The term “Excess Tenant Improvement Costs” shall also include the costs related to any and all Change Orders. Tenant agrees, within three (3) days after submission to it remaining provisions of such statement, to execute and deliver to Landlord, in the form then in use by Landlord, an authorization to proceed with the Workthis Section 10. Tenant shall faithfully pay all of the Excess Tenant Improvement Costs to Landlord in the following described manner. A portion of the Excess Tenant Improvement Costs up to a maximum amount of Forty Nine Twenty Thousand Two Hundred Seven and 50/100 00/100 Dollars ($49,207.5020,000.00) shall be amortized over the initial term of the Lease at a fixed interest the rate of eleven ten percent (1110%) per annum and such amortized amount (together with interest charges thereon) shall be paid by Tenant with, and as part of, the Rent for the Premises in accordance with the provisions and requirements of Section 3 of the Lease (the “Amortized Excess TI Costs”). Except as set forth in Section 3(k) above, the The portion of the Excess Tenant Improvement Costs in excess of the principal amount of the Amortized Excess TI Costs shall be paid by Tenant, in cash, to Landlord within ten (10) days of Landlord’s delivery to Tenant of a written demand therefor together with a reconciliation of such costs. Within two (2) weeks after the Tenant Improvements have been Substantially Completed and the actual Tenant Improvement Costs are known, the parties shall execute and deliver a written amendment to the Lease, in the form acceptable to the parties, wherein there shall be specified, inter alia, the amount of the Base Rent payable by Tenant during the initial term of the Lease after taking into account the amount of the Amortized Excess TI Costs. No Work shall be commenced until Tenant has fully complied with the preceding provisions of this Section 10. If Tenant fails to remit the sums so demanded by Landlord pursuant to Section 8 above and this Section 10 within the time periods required, Landlord may, at its option, following the expiration of any applicable notice and cure periods, declare Tenant in default under the Lease.

Excess Tenant Improvement Costs. Prior to commencing the Work, Landlord shall submit to Tenant a written statement of the actual Tenant Improvement Costs (the “Actual TI Costs”) (which shall include the amount of any overtime projected as necessary to Substantially Complete Compete the Work by the Completion Date) as then known by Landlord, and such statement shall indicate the amount, if any, by which the Actual TI Costs exceeds the Tenant Improvement Allowance (the “Excess Tenant Improvement Costs”). The term “Excess Tenant Improvement Costs” shall also include the costs related to any and all Change OrdersOrders to the extent such costs exceed the Tenant Improvement Allowance. Tenant agrees, within three five (35) days after submission to it of such statement, to execute and deliver to Landlord, in the form then in use by Landlord, an authorization to proceed with the Work. Tenant shall faithfully pay all Work and notice of the its election to either amortize those Excess Tenant Improvement Costs which may be amortized over the initial term of the Lease or to pay to Landlord all Excess Tenant Improvement Costs in the following described mannercash (as set forth below). A portion of the Excess Tenant Improvement Costs up to a maximum amount of Forty One Hundred Sixty-Nine Thousand Two Nine Hundred Seven Sixty and 50/100 00/100 Dollars ($49,207.50169,960), based on Five Dollars ($5.00) shall per rentable square foot for 33,972 square feet of the Premises, may, at Tenant’s election, be amortized over the initial term of the Lease at a fixed interest the rate of eleven ten percent (1110%) per annum and such amortized amount (together with interest charges thereon) shall be paid by Tenant with, and as part of, the Rent for the Premises in accordance with the provisions and requirements of Section 3 of the Lease (the “Amortized Excess TI Costs”); provided, in the event Tenant elects to amortize any of the Excess Tenant Improvement Costs, Tenant shall provide to Landlord an irrevocable stand-by letter of credit in the amount of all Amortized Excess TI Costs, which letter of credit shall (i) remain in force during the entire initial Term, (ii) otherwise be in form and content satisfactory to Landlord, in its sole discretion, and (iii) be from a bank or other financial institution reasonably acceptable to Landlord. Except as set forth in Section 3(k) above, the The portion of the Excess Tenant Improvement Costs in excess of the principal amount of the Amortized Excess TI Costs shall be paid by Tenant, in cash, to Landlord within ten (10) days of Landlordconcurrently with Tenant’s delivery to Tenant of a written demand therefor together with a reconciliation of such costs. Within two (2) weeks after the Tenant Improvements have been Substantially Completed and the actual Tenant Improvement Costs are known, the parties shall execute and deliver a written amendment to the Lease, in the form acceptable to the parties, wherein there shall be specified, inter alia, the amount Landlord of the Base Rent payable by Tenant during the initial term of the Lease after taking into account the amount of the Amortized Excess TI Costsaforementioned signed written authorization to proceed. No Work shall be commenced until Tenant has fully complied with the preceding provisions of this Section 10. If Tenant fails to remit the sums so demanded by Landlord pursuant to Section 8 above and this Section 10 within the time periods required, Landlord may, at its option, following declare Tenant in default under the expiration Lease. Tenant shall faithfully pay all of any applicable notice the Excess Tenant Improvement Costs which are not amortized to Landlord in cash, concurrently with Tenant’s delivery to Landlord of the aforementioned signed written authorization to proceed. No Work shall be commenced until Tenant has fully complied with the preceding provisions of this Section 10. If Tenant fails to remit the sums so demanded by Landlord pursuant to Section 8 above and cure periodsthis Section 10 within the time periods required, Landlord may, at its option, declare Tenant in default under the Lease.