Excess Costs. Any costs of the [[Organization B:Organization]] Improvements which exceed the [[Organization B:Organization]] Improvement Allowance shall be the financial responsibility of [[Organization B:Organization]]. Any improvements to the Expansion Space, other than as shown on the [[Organization B:Organization]] Phase 1 Working Drawings and/or [[Organization B:Organization]] Phase 2 Working Drawings, and the furnishing of the Expansion Space, shall be made by [[Organization B:Organization]] at the sole cost and expense of [[Organization B:Organization]], subject to all other provisions of this Third Addendum and the Lease, including the cost of any improvements required to comply with applicable governmental laws, ordinances, and regulations. Any excess or unused portion of the [[Organization B:Organization]] Improvement Allowance shall be retained by the [[Organization A:Organization]].

To the extent that the total projected cost of the Tenant Improvements (as projected or approved by Landlord) exceeds the TI Allowance (such excess, the “Excess TI Costs”), Tenant shall pay the costs of the Tenant Improvements on a pari passu basis with Landlord as such costs are paid, in the proportion of such Excess TI Costs payable by Tenant to the TI Allowance payable by Landlord. If the entire Excess TI Costs advanced by Tenant to Landlord are not applied toward the costs of the Tenant Improvements, then Landlord shall promptly return such excess to Tenant following completion of all of the Tenant Improvements.

Excess Tl Costs. Notwithstanding anything to the contrary contained herein, Tenant acknowledges and agrees that Landlord shall have no responsibility for any costs arising from or related to Tenant’s Changes to the Space Plans or Tl Construction Drawings, Tenant Delays, the cost of Changes and Change Requests which would increase any of the costs anticipated by Landlord for Landlord’s Work (collectively, “Excess Tl Costs”). Landlord shall provide Tenant with the line-item amount of any Excess Tl Costs incurred along with reasonable supporting evidence but, for the avoidance of any doubt, in no event shall Landlord be required to provide Tenant with its budget for Landlord’s Work. Tenant shall deposit with Landlord, as a condition precedent to Landlord’s obligation to complete the Tenant Improvements, 100% of the Excess Tl Costs within 5 business days after written request from Landlord. If Tenant fails to deposit any Excess Tl Costs with Landlord, Landlord shall have all of the rights and remedies set forth in the Lease for nonpayment of Rent (including, but not limited to, the right to interest at the Default Rate and the right to assess a late charge). For purposes of any litigation instituted with regard to such amounts, those amounts will be deemed Rent under the Lease.

TI Account; TI Deposit Agreement. Notwithstanding anything in this Work Letter to the contrary, if ​’s construction lender requires that ​ deposit ​’s Contribution into a separate account with ​’s construction lender (the “TI

Amount of ​’s Contribution. ​ shall pay, as ​’s contribution to the payment of the ​ Improvement Costs (“​’s Contribution”), the sum of # the amount of the ​ Improvement Costs in excess of the ​ Improvement Allowance up to, but not to exceed, the Final TI Cost Budget (subject to any adjustment to the Final TI Cost Budget to account for the cost of Changes to the ​ Improvements approved by ​ and ​ as provided for in [Section 2.7(c)] above,) plus # any increases in ​ Improvement Costs resulting from ​ Delays plus # any amount payable by ​ pursuant to [Section 2.8(d)] above. In addition to the ​ Improvement Allowance, ​ shall be responsible for any ​ Improvement Costs, if any, in excess of ​’s Contribution.

Additional TI Allowance. Pursuant to the terms of Section 4 of the Tenant Work Letter attached to the Lease as Exhibit B, Tenant was entitled to an Additional TI Allowance of up to $ (the "Additional TI Allowance"). Notwithstanding any provision to the contrary contained in the Lease, Landlord and Tenant hereby acknowledge and agree that Tenant has utilized and /100 Dollars ($ . ) of the Additional TI Allowance (the "Utilized Additional TI Allowance").

Excess Deferrals. If a Participant has Excess Deferrals for a taxable year, the Participant may, not later than March 1st following the close of such taxable year, notify the Administrator in writing of such excess and request that the Participant's Elective Deferrals under this Plan be reduced by an amount specified by the Participant. In such event, the Administrator shall direct the distr ibution of such excess amount (and any "income" allocable to such excess amount) to the Participant not later than the first April 15th following the close of the Participant's taxable year. Any distribution of less than the entire amount of Excess Deferrals and "income" shall be treated as a pro rata distribution of Excess Deferrals and "income." The amount distributed shall not exceed the Participant's Elective Deferrals under the Plan for the taxable year. Any distribution on or before the last day of the Participant's taxable year m ust satisfy each of the following conditions:

Excess Usage. Tenant shall reimburse Landlord for the actual cost without markup of any excess water, sewer and chiller usage in the Premises. Excess usage shall mean the excess of the estimated usage in the Premises (per square foot of rentable area) during any three (3) month billing period over the average usage (per square foot of rentable area) during the same period for the entire Commercial/Garage Unit, as reasonably calculated by Landlord in good faith and with commercially reasonable documentation thereof provided to Tenant promptly upon Tenant’s written requests from time-to-time.

Enforcement Costs. In any legal action or other proceeding relating to this Agreement and the transaction contemplated hereby or if the enforcement of any provision of this Agreement is brought by any party against the other party, the prevailing party in such action or proceeding shall be entitled to recover all reasonable expenses relating thereto (including reasonable attorneys’ fees and expenses, court costs and expenses incident to arbitration, appellate and post-judgment proceedings) from the party against which such action or proceeding is brought, in addition to any other relief to which such prevailing party may be entitled.

Transaction Costs. The Borrowers shall have paid or reimbursed the Agent and the Lender for all title insurance premiums, recording and filing fees, costs of environmental reports, Physical Conditions Reports, appraisals and other reports, broker fees, the fees and costs of the Agent’s and the Lender’s counsel and all other third-party expenses incurred in connection with the origination of the Loan.

Collection Costs. If any action is commenced to construe the terms and conditions of this Note or enforce the rights of Holder hereunder, then the party prevailing in that action shall recover as part of the judgment its entire attorneys' fees and costs in that action, as well as all costs and fees of enforcing any judgment entered therein.

Increased Costs. If the Bank shall determine that, due to either # the introduction of any change (other than any change by way of imposition of or increase in reserve requirements included in the calculation of the LIBOR Rate) in or in the interpretation of any requirement of law or # the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to the Bank of agreeing to make or making, funding or maintaining any loans based on LIBOR, then Borrower shall be liable for, and shall from time to time, upon demand therefor by the Bank, pay to the Bank such additional amounts as are sufficient to compensate the Bank for such increased costs.

The Parties hereto agree that any and all costs and expenses incurred by, attributed to or otherwise payable by Dauman, Abrams and/or the members of the Viacom Board (including the Independent Directors) in connection with the Massachusetts Action, the California Actions, the Delaware Actions and the negotiation, enforcement and defense of this Settlement, including, without limitation, attorneys’ fees, expert fees, vendor fees disbursements and fees in connection with the filings set forth in Section 11 hereof (collectively, “Litigation Costs”), shall be paid by Viacom as incurred, and, to the extent any such Litigation Costs have been paid by any of the foregoing individuals prior to the Effective Date, Viacom shall reimburse all such Litigation Costs to the applicable individual upon the execution of this Settlement. Without limiting the foregoing, NAI hereby ratifies and approves all actions taken by the Viacom Board on or prior to the Effective Date only with respect to any Litigation Costs incurred on or prior to the Effective Date and all payments made in respect of such Litigation Costs.

Attorney Costs. Unless waived by the Administrative Agent, the Borrower shall have paid in accordance with [Section 11.04] of the Credit Agreement all reasonable and documented fees, charges and disbursements of one primary outside counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the date hereof, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).

Except as provided below in this Clause, the Borrower must pay to a Finance Party the amount of any Increased Cost incurred by that Finance Party or any of its Affiliates as a result of:

PREPARED BY: ti Rev. JFS/LW

Notwithstanding any other provision of this plan, excess contributions, plus any income and minus any loss allocable thereto, shall be distributed no later than the last day of each plan year to participants to whose accounts such excess contributions were allocated for the preceding plan year, except to the extent such excess contributions are classified as catch-up contributions. If such excess amounts (other than catch-up contributions) are distributed more than 2½ months after the last day of the plan year in which such excess amounts arose, a 10% excise tax will be imposed on the employer maintaining the plan with respect to such amounts. Notwithstanding the preceding, the excise tax will not be imposed if the distribution is made within 6 months after the last day of such plan year if the plan is an eligible automatic contribution arrangement within the meaning of Code section 414(w) that covers all eligible nonhighly compensated employees and highly compensated employees for the entire portion of the plan year for which they are eligible and provides the notice described in [Section 5.5(f)(4)] even after an affirmative deferral election has been made. Excess contributions shall be allocated to the highly compensated employees with the largest amounts of contributions taken into account in calculating the ADP test for the plan year in which the excess arose, beginning with the highly compensated employee with the largest amount of such contributions and continuing in descending order until all of the excess contributions have been allocated. To the extent a highly compensated employee has not reached his catch-up contribution limit under the plan, excess contributions allocated to such highly compensated employee shall be recognized as catch-up contributions and will not be treated as excess contributions.

Excess Revolving Credit Outstandings. If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Facility at such time, the Borrower shall immediately prepay Revolving Credit Loans, Swing Line Loans and L/C Borrowings and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this [Section 2.05(b)(iv)] unless, after the prepayment of the Revolving Credit Loans and Swing Line Loans, the Total Revolving Credit Outstandings exceed the Revolving Credit Facility at such time.