Common use of Refurbishment Allowance Clause in Contracts

Refurbishment Allowance. At any time during the period (the "REFURBISHMENT ALLOWANCE AVAILABILITY PERIOD") commencing as of the date of execution of this Lease with respect to the Initial Premises (the Must-Take Delivery Date with respect to the Must-Take Space, and the Machine Shop Delivery Date with respect to the Machine Shop Space, as the case may be) and continuing until the last day of the initial Lease Term, and provided Tenant is not then in default under this Lease, after expiration of all applicable notice and cure periods, but subject to the provisions of Section 1.4.2 above, Tenant shall be entitled to: (i) a one-time refurbishment allowance (the "INITIAL PREMISES REFURBISHMENT ALLOWANCE"), in an amount up to, but not exceeding $510,320.00 (i.e., $10.00 per rentable square foot of the Initial Premises); plus (ii) a one-time refurbishment allowance (the "MUST-TAKE REFURBISHMENT ALLOWANCE"), in an amount up to, but not exceeding, $196,275.00 (i.e., $15.00 per rentable square foot of the Must-Take Space); provided, however, if the Must-Take Space Commencement Date occurs after September 1, 2002, the Must-Take Refurbishment Allowance shall be decreased to an amount equal to the product of multiplying $196,275.00 (i.e., $15.00 per rentable square foot of the Must-Take Space) by the fraction, the numerator of which is equal to the number of months (or partial months) during the period from the Must-Take Space Commencement Date through December 31, 2007, and the denominator of which is sixty-four (64); plus (iii) if Tenant leases the Machine Shop Space from Landlord pursuant to Section 1.5 above, a one-time refurbishment allowance (the "MACHINE SHOP REFURBISHMENT ALLOWANCE"), in an amount up to, but not exceeding, $115,425.00 (i.e., $25.00 per rentable square foot of the Machine Shop Space). Except as otherwise set forth in this Section 8.4, the Initial Premises Refurbishment Allowance, the Must-Take Refurbishment Allowance, and the Machine Shop Refurbishment Allowance (sometimes collectively referred to herein as the "REFURBISHMENT ALLOWANCE") shall be disbursed by Landlord (each such disbursement shall be made pursuant to Landlord's standard disbursement process as described hereinbelow), to pay for the costs actually incurred by Tenant relating to alterations and refurbishment of the improvements in the Premises, including the Must-Take Space and/or the Machine Shop Space, as the case may be, as such space is leased by Tenant (referred to herein as the "REFURBISHING WORK"), and only for the following items and costs (collectively, the "REFURBISHMENT ALLOWANCE ITEMS"): (A) the cost of preliminary space planning, interior design, finish schedule plans and specifications and final architectural and engineering plans and specifications (including as-built drawings) prepared by architects and engineers approved by Landlord for the applicable Refurbishing Work; (B) the payment of plan check, permit and license fees and other costs for governmental approvals relating to construction of the applicable Refurbishing Work; (C) the cost of construction of the applicable Refurbishing Work, including, without limitation, contractors' fees and general conditions, testing and inspection costs, and costs of utilities, trash removal, parking and hoists; (D) the cost of Tenant's voice/data cabling, built-in furniture, signage and security systems within the Premises, including the Must-Take Space and/or the Machine Shop Space, as the case may be, up to a maximum amount equal to $102,064.00 for the Initial Premises (i.e., $2.00 per rentable square foot of the Initial Premises), up to a maximum amount equal to $26,170.00 for the Must-Take Space (i.e., $2.00 per rentable square foot of the Must-Take Space) and up to a maximum amount equal to $9,234.00 for the Machine Shop Space (i.e., $2.00 per rentable square foot of the Machine Shop Space); (E) out-of-pocket costs expended by Landlord (including fees and costs paid to or incurred by Landlord's architects and engineers), in connection with their review of Tenant's plans and specifications for the applicable Refurbishing Work; and (F) the Samsung Relocation Costs as provided in Section 1.4.2 above. Notwithstanding the immediately preceding sentence to the contrary, up to $5.00 of the Machine Shop Refurbishment Allowance and a portion of the Must-Take Refurbishment Allowance, in the amount equal to the product of multiplying $5.00 by the fraction, the numerator of which is equal to the number of months (or partial months) during the period from the Must-Take Space Commencement Date, through December 31, 2007, and the denominator of which is sixty-four (64) (such $5.00 portion of the Machine Shop Refurbishment Allowance and such portion of Must-Take Refurbishment Allowance as calculated in this sentence shall be herein referred to collectively as the "DISCRETIONARY AMOUNT") may be used by Tenant to reimburse Tenant for the costs actually incurred by Tenant in moving to the Must-Take Space or Machine Shop Space, as applicable, and installing any furniture, trade fixtures and personal property of Tenant in the Must-Take Space or Machine Shop Space, as applicable (collectively, the "MOVING EXPENSES"), and/or as a credit against Base Rent payable by Tenant attributable to the Must-Take Space or Machine Shop Space, as applicable. Notwithstanding anything herein to the contrary, no construction supervision fee shall be charged to Tenant by Landlord in connection with Tenant's construction of the Refurbishing Work. In no event shall Landlord be obligated to make disbursements pursuant to this Section 8.4 in a total amount which exceeds the Refurbishment Allowance, or before or after the applicable Refurbishment Allowance Availability Period. The construction and installation of the applicable Refurbishing Work shall be made in accordance with the terms of this Article 8; provided, however, the general contractor hired by Tenant to construct the applicable Refurbishing Work shall be selected by Tenant from a list of three (3) general contractors approved by Landlord. Disbursements from the Refurbishment Allowance shall be made within thirty (30) days after (I) Tenant has completed the applicable Refurbishing Work, and (II) Tenant has delivered to Landlord (1) a certificate from Tenant and Tenant's contractor and architect certifying that such Refurbishing Work is complete, (2) a written request for payment showing the work completed and the actual costs incurred by Tenant in connection therewith, (3) invoices evidencing such costs from all of the contractors and subcontractors performing such work, and (4) executed unconditional and final mechanics' lien releases from all such contractors and subcontractors performing such work; provided, however, that disbursements of the Discretionary Amount for the Moving Expenses may be made within thirty (30) days after Tenant's delivery to Landlord of a written request for payment showing the Moving Expenses incurred. To the extent such costs and expenses have not been paid by Tenant (and are not otherwise amounts in dispute or retention amounts), Landlord may make such disbursements jointly to the Tenant and contractors and vendors performing such work. Notwithstanding the foregoing to the contrary, Landlord shall make disbursements from the Refurbishment Allowance pertaining to any Refurbishing Work job or jobs that is/are scheduled to take longer than sixty (60) days to complete, on a monthly progress payment basis as costs are incurred by Tenant for each such Refurbishing Work job, provided that prior to making any such disbursements, Tenant shall have delivered to Landlord (a) a certificate from Tenant or Tenant's contractor or architect that shows the schedule, by trade, of percentage of completion of the applicable Refurbishing Work, detailing the portion of the work completed and the portion not completed, (b) executed mechanics' lien releases from the contractors and subcontractors performing such work for which payment is sought, and (c) the other items set forth in this Section 8.4, including, without limitation, the items set forth in clause (II) above (to the extent not amended by this sentence). In the event that the applicable Refurbishment Allowance is not fully utilized by Tenant within the applicable Refurbishment Allowance Availability Period, then such unused amounts shall revert to Landlord and Tenant shall have no further rights with respect thereto. Notwithstanding anything to the contrary contained in this Lease, the parties hereto agree that Tenant may use all or any portion of the Refurbishment Allowance on all or any portion of the Premises leased, or to be leased by Tenant, and shall not be limited to any particular portion of such Premises.

Refurbishment Allowance. At any time during the period (the "REFURBISHMENT ALLOWANCE AVAILABILITY PERIOD") commencing as of the date of execution of this Lease with respect Notwithstanding Section 7.1 above to the Initial Premises (the Must-Take Delivery Date with respect to the Must-Take Spacecontrary, and the Machine Shop Delivery Date with respect to the Machine Shop Space, as the case may be) and continuing until the last day of the initial Lease Term, and provided Tenant is not then in default under this the Lease, as hereby amended, after expiration of all applicable notice and cure periods, but subject to the provisions of Section 1.4.2 above, Tenant shall be entitled to: to receive from Landlord a Refurbishment Allowance (ias defined below) a oneto help Tenant pay for the out-time of-pocket costs actually incurred by Tenant during the applicable Refurbishment Allowance Availability Period (as defined below) for the design, permitting and construction of alterations to and refurbishment allowance (the "INITIAL PREMISES REFURBISHMENT ALLOWANCE"), in an amount up to, but not exceeding $510,320.00 (i.e., $10.00 per rentable square foot of the Initial Premisesimprovements in the Existing Premises and/or the Atlantic Expansion Space, which are made by or on behalf of Tenant during the applicable Refurbishment Allowance Availability Period and are permanently affixed to the Existing Premises and/or the Atlantic Expansion Space, including, without limitation, those certain alterations described in the “Scope of Work” attached hereto as Exhibit D (collectively, the “Refurbishment Work”); plus (ii) a one-time refurbishment allowance (. As used herein, the "MUST-TAKE REFURBISHMENT ALLOWANCE"), in “Refurbishment Allowance” shall mean an amount up to, but not exceeding, (i) $196,275.00 (i.e., $15.00 per rentable square foot of the Must-Take Space); provided, however, if the Must-Take Space Commencement Date occurs after September 1, 2002, the Must-Take Refurbishment Allowance shall be decreased to an amount equal to the product of multiplying $196,275.00 (i.e., $15.00 per rentable square foot of the Must-Take Space) by the fraction, the numerator of which is equal to the number of months (or partial months) during the period from the Must-Take Space Commencement Date through December 31, 2007, and the denominator of which is sixty-four (64); plus (iii) if Tenant leases the Machine Shop Space from Landlord pursuant to Section 1.5 above, a one-time refurbishment allowance (the "MACHINE SHOP REFURBISHMENT ALLOWANCE"), in an amount up to, but not exceeding, $115,425.00 1,104,125.00 (i.e., $25.00 per rentable square foot of the Machine Shop entire Existing Premises and the Atlantic Expansion Space). Except as otherwise set forth in this Section 8.4) during the period from February 1, the Initial Premises Refurbishment Allowance2013 through and including May 31, the Must-Take Refurbishment Allowance2014, and the Machine Shop Refurbishment Allowance (sometimes collectively referred to herein as the "REFURBISHMENT ALLOWANCE"ii) shall be disbursed by Landlord (each such disbursement shall be made pursuant to Landlord's standard disbursement process as described hereinbelow), to pay for the costs actually incurred by Tenant relating to alterations and refurbishment of the improvements in the Premises, including the Must-Take Space and/or the Machine Shop Space, as the case may be, as such space is leased by Tenant (referred to herein as the "REFURBISHING WORK"), and only for the following items and costs (collectively, the "REFURBISHMENT ALLOWANCE ITEMS"): (A) the cost of preliminary space planning, interior design, finish schedule plans and specifications and final architectural and engineering plans and specifications (including as-built drawings) prepared by architects and engineers approved by Landlord for the applicable Refurbishing Work; (B) the payment of plan check, permit and license fees and other costs for governmental approvals relating to construction of the applicable Refurbishing Work; (C) the cost of construction of the applicable Refurbishing Work, including, without limitation, contractors' fees and general conditions, testing and inspection costs, and costs of utilities, trash removal, parking and hoists; (D) the cost of Tenant's voice/data cabling, built-in furniture, signage and security systems within the Premises, including the Must-Take Space and/or the Machine Shop Space, as the case may be, up to a maximum amount equal to $102,064.00 for the Initial Premises 220,825.00 (i.e., $2.00 5.00 per rentable square foot of the Initial Premises), up to a maximum amount equal to $26,170.00 for entire Existing Premises and the Must-Take Space (i.e., $2.00 per rentable square foot of the Must-Take Atlantic Expansion Space) and up to a maximum amount equal to $9,234.00 for the Machine Shop Space (i.e., $2.00 per rentable square foot of the Machine Shop Space); (E) out-of-pocket costs expended by Landlord (including fees and costs paid to or incurred by Landlord's architects and engineers), in connection with their review of Tenant's plans and specifications for the applicable Refurbishing Work; and (F) the Samsung Relocation Costs as provided in Section 1.4.2 above. Notwithstanding the immediately preceding sentence to the contrary, up to $5.00 of the Machine Shop Refurbishment Allowance and a portion of the Must-Take Refurbishment Allowance, in the amount equal to the product of multiplying $5.00 by the fraction, the numerator of which is equal to the number of months (or partial months) during the period from the Must-Take Space Commencement DateFebruary 1, 2013 through December 31and including November 30, 2007, 2015 (each period set forth in clauses (i) and the denominator of which is sixty-four (64ii) (such $5.00 portion of the Machine Shop Refurbishment Allowance and such portion of Must-Take Refurbishment Allowance as calculated in this sentence hereinabove shall be herein referred to collectively as the "DISCRETIONARY AMOUNT") may be used by Tenant to reimburse Tenant for the costs actually incurred by Tenant in moving to the Must-Take Space or Machine Shop Space, as applicable, and installing any furniture, trade fixtures and personal property of Tenant in the Must-Take Space or Machine Shop Space, as applicable (collectively, the "MOVING EXPENSES"), and/or as a credit against Base Rent payable by Tenant attributable to the Must-Take Space or Machine Shop Space, as applicable. Notwithstanding anything herein to the contrary, no construction supervision fee shall be charged to Tenant by Landlord in connection with Tenant's construction of the Refurbishing Work. In no event shall Landlord be obligated to make disbursements pursuant to this Section 8.4 in a total amount which exceeds the Refurbishment Allowance, or before or after the applicable “Refurbishment Allowance Availability Period”). The construction and installation of the applicable Refurbishing Refurbishment Work by Tenant shall be made in accordance with the terms of this Article 8; provided, however, the general contractor hired by Tenant to construct the applicable Refurbishing Work shall be selected by Tenant from a list of three (3Paragraph 8(c) general contractors approved by Landlord. Disbursements from the Refurbishment Allowance shall be made within thirty (30) days after (I) Tenant has completed the applicable Refurbishing Work, and (II) Tenant has delivered to Landlord (1) a certificate from Tenant and Tenant's contractor and architect certifying that such Refurbishing Work is complete, (2) a written request for payment showing the work completed and the actual costs incurred by Tenant in connection therewith, (3) invoices evidencing such costs from all of the contractors and subcontractors performing such work, and Original Lease (4) executed unconditional and final mechanics' lien releases from all such contractors and subcontractors performing such work; provided, however, that disbursements as amended by Paragraph 5 of the Discretionary Amount for Addendum attached to the Moving Expenses may be made within thirty (30) days after Tenant's delivery to Landlord of a written request for payment showing the Moving Expenses incurred. To the extent such costs and expenses have not been paid by Tenant (and are not otherwise amounts in dispute or retention amountsOriginal Lease), Landlord may make such disbursements jointly to the Tenant and contractors and vendors performing such work. Notwithstanding the foregoing to the contrary, Landlord shall make disbursements from the Refurbishment Allowance pertaining to any Refurbishing Work job or jobs that is/are scheduled to take longer than sixty (60) days to complete, on a monthly progress payment basis as costs are incurred by Tenant for each such Refurbishing Work job, provided that prior to making any such disbursements, Tenant shall have delivered to Landlord (a) a certificate from Tenant or Tenant's contractor or architect that shows the schedule, by trade, of percentage of completion of the applicable Refurbishing Work, detailing the portion of the work completed and the portion not completed, (b) executed mechanics' lien releases from the contractors and subcontractors performing such work for which payment is sought, and (c) the other items set forth in this Section 8.4, including, without limitation, the items set forth in clause (II) above (to the extent not amended by this sentence). In the event that the applicable Refurbishment Allowance is not fully utilized by Tenant within the applicable Refurbishment Allowance Availability Period, then such unused amounts shall revert to Landlord and Tenant shall have no further rights with respect thereto. Notwithstanding anything to the contrary contained in this Lease, the parties hereto agree that Tenant may use all or any portion of the Refurbishment Allowance on all or any portion of the Premises leased, or to be leased by Tenant, and shall not be limited to any particular portion of such Premises.except that:

Refurbishment Allowance. At any time during the period Landlord and Tenant acknowledge that a balance of Three Hundred Twenty-Eight Thousand Two Hundred Twenty and 29/100 Dollars (the "REFURBISHMENT ALLOWANCE AVAILABILITY PERIOD"$328,220.29) commencing as of the date “New Refurbishment Allowance” (as defined in Section 7.2.1 of execution of this Lease with respect the Third Amendment) remains available to Tenant. In addition, to the Initial Premises extent that the total cost of design and construction of Landlord’s Work (collectively, the Must“Landlord’s Work Costs”) is less than One Million Three Hundred Seventy-Take Delivery Date with respect to the MustFive Thousand Three Hundred Sixty-Take Space, One and the Machine Shop Delivery Date with respect to the Machine Shop Space, as the case may beno/100 Dollars ($1,375,361.00) and continuing until the last day of the initial Lease Term, and provided Tenant is not then in default under this Lease, after expiration of all applicable notice and cure periods, but subject to the provisions of Section 1.4.2 above, Tenant shall be entitled to: (i) a one-time refurbishment allowance (the "INITIAL PREMISES REFURBISHMENT ALLOWANCE"), in an amount up to, but not exceeding based on $510,320.00 (i.e., $10.00 13.00 per rentable square foot of the Initial Premises); plus (ii) a one-time refurbishment allowance , such difference (the "MUST-TAKE REFURBISHMENT ALLOWANCE"), in an amount up to, but not exceeding, $196,275.00 (i.e., $15.00 per rentable square foot of the Must-Take Space); provided, however, if the Must-Take Space Commencement Date occurs after September 1, 2002, the Must-Take Refurbishment Allowance shall be decreased to an amount equal to the product of multiplying $196,275.00 (i.e., $15.00 per rentable square foot of the Must-Take Space) by the fraction, the numerator of which is equal to the number of months (or partial months) during the period from the Must-Take Space Commencement Date through December 31, 2007, and the denominator of which is sixty-four (64); plus (iii) if Tenant leases the Machine Shop Space from “Landlord pursuant to Section 1.5 above, a one-time refurbishment allowance (the "MACHINE SHOP REFURBISHMENT ALLOWANCE"), in an amount up to, but not exceeding, $115,425.00 (i.e., $25.00 per rentable square foot of the Machine Shop Space). Except as otherwise set forth in this Section 8.4, the Initial Premises Refurbishment Work Allowance, the Must-Take Refurbishment Allowance, and the Machine Shop Refurbishment Allowance (sometimes collectively referred to herein as the "REFURBISHMENT ALLOWANCE"”) shall be disbursed by Landlord (each such disbursement shall be made pursuant available to Landlord's standard disbursement process as described hereinbelow), Tenant to pay for design and construct refurbishments to the costs actually incurred by Tenant relating to alterations and refurbishment of the then existing tenant improvements in the PremisesPremises subject to all terms and conditions of this Section 4.2 below. In calculating the Landlord Work Costs, including Landlord shall charge an administration fee of two percent (2%) of all other Landlord Work Costs. To the Must-Take Space and/or extent that total Landlord Work Costs exceed the Machine Shop SpaceLandlord Work Allowance, as the case may be, as Landlord shall be responsible for such space is leased by Tenant (referred to herein as the "REFURBISHING WORK"), excess and only for the following items and costs (collectively, the "REFURBISHMENT ALLOWANCE ITEMS"): (A) the cost of preliminary space planning, interior design, finish schedule plans and specifications and final architectural and engineering plans and specifications (including as-built drawings) prepared by architects and engineers approved by there shall be no Landlord for the applicable Refurbishing Work; (B) the payment of plan check, permit and license fees and other costs for governmental approvals relating to construction Work Allowance. The remaining balance of the applicable Refurbishing Work; (C) the cost of construction of the applicable Refurbishing Work, including, without limitation, contractors' fees and general conditions, testing and inspection costs, and costs of utilities, trash removal, parking and hoists; (D) the cost of Tenant's voice/data cabling, built-in furniture, signage and security systems within the Premises, including the Must-Take Space and/or the Machine Shop Space, as the case may be, up to a maximum amount equal to $102,064.00 for the Initial Premises (i.e., $2.00 per rentable square foot of the Initial Premises), up to a maximum amount equal to $26,170.00 for the Must-Take Space (i.e., $2.00 per rentable square foot of the Must-Take Space) and up to a maximum amount equal to $9,234.00 for the Machine Shop Space (i.e., $2.00 per rentable square foot of the Machine Shop Space); (E) out-of-pocket costs expended by Landlord (including fees and costs paid to or incurred by Landlord's architects and engineers), in connection with their review of Tenant's plans and specifications for the applicable Refurbishing Work; and (F) the Samsung Relocation Costs as provided in Section 1.4.2 above. Notwithstanding the immediately preceding sentence to the contrary, up to $5.00 of the Machine Shop New Refurbishment Allowance and a portion of the Must-Take Refurbishment Allowance, in the amount equal to the product of multiplying $5.00 by the fraction, the numerator of which is equal to the number of months (or partial months) during the period from the Must-Take Space Commencement Date, through December 31, 2007, and the denominator of which is sixty-four (64) (such $5.00 portion of the Machine Shop Refurbishment any Landlord Work Allowance and such portion of Must-Take Refurbishment Allowance as calculated in this sentence shall be herein referred to collectively as the "DISCRETIONARY AMOUNT") may be used by Tenant to reimburse Tenant for renovate the costs actually incurred then-existing tenant improvements in the Premises and the remaining balance of the New Refurbishment Allowance may be used by Tenant as set forth in moving to the Must-Take Space or Machine Shop Space, as applicable, and installing any furniture, trade fixtures and personal property of Tenant in the Must-Take Space or Machine Shop Space, as applicable (collectively, the "MOVING EXPENSES"), and/or as a credit against Base Rent payable by Tenant attributable to the Must-Take Space or Machine Shop Space, as applicable. Notwithstanding anything herein to the contrary, no construction supervision fee shall be charged to Tenant by Landlord in connection with Tenant's construction Section 7.2 of the Refurbishing Work. In no event shall Landlord be obligated to make disbursements pursuant to this Section 8.4 in a total amount which exceeds the Refurbishment Allowance, or before or after the applicable Refurbishment Allowance Availability Period. The construction and installation of the applicable Refurbishing Work shall be made in accordance with the terms of this Article 8; provided, however, the general contractor hired by Tenant to construct the applicable Refurbishing Work shall be selected by Tenant from a list of three (3) general contractors approved by Landlord. Disbursements from the Refurbishment Allowance shall be made within thirty (30) days after (I) Tenant has completed the applicable Refurbishing Work, and (II) Tenant has delivered to Landlord (1) a certificate from Tenant and Tenant's contractor and architect certifying that such Refurbishing Work is complete, (2) a written request for payment showing the work completed and the actual costs incurred by Tenant in connection therewith, (3) invoices evidencing such costs from all of the contractors and subcontractors performing such work, and (4) executed unconditional and final mechanics' lien releases from all such contractors and subcontractors performing such workThird Amendment; provided, however, that disbursements (i) Tenant shall not have access to the Landlord Work Allowance (if any) prior to December 1, 2007 and shall thereafter have until December 31, 2010 to utilize any such Landlord Work Allowance, except that up to Three Hundred Thousand Dollars ($300,000.00) of the Discretionary Amount for the Moving Expenses Landlord Work Allowance may be made within thirty (30) days after Tenant's delivery to Landlord of a written request for payment showing the Moving Expenses incurred. To the extent such costs and expenses have not been paid used by Tenant (to renovate the then-existing tenant improvements in the Premises at any time from January 1, 2011 through and are not otherwise amounts in dispute or retention amounts)including December 31, Landlord may make such disbursements jointly to the Tenant 2012 and contractors and vendors performing such work. Notwithstanding the foregoing to the contrary, Landlord shall make disbursements from the Refurbishment Allowance pertaining to any Refurbishing Work job or jobs that is/are scheduled to take longer than sixty (60) days to complete, on a monthly progress payment basis as costs are incurred by Tenant for each such Refurbishing Work job, provided that prior to making any such disbursements, Tenant shall have delivered to Landlord (a) a certificate from Tenant or Tenant's contractor or architect that shows the schedule, by trade, of percentage of completion of the applicable Refurbishing Work, detailing the portion of the work completed and the portion not completed, (b) executed mechanics' lien releases from the contractors and subcontractors performing such work for which payment is sought, and (c) the other items set forth in this Section 8.4, including, without limitation, the items set forth in clause (II) above (to the extent not amended by this sentence). In the event that the applicable Refurbishment Allowance is not fully utilized by Tenant within the applicable Refurbishment Allowance Availability Period, then such unused amounts shall revert to Landlord and Tenant shall have no further rights with respect thereto. Notwithstanding anything to the contrary contained in this Lease, the parties hereto agree that Tenant may use all or retain any portion of the Refurbishment Landlord Work Allowance on all or any portion (A) in excess of Three Hundred Thousand Dollars ($300,000.00) that remains unused after December 31, 2010, and/or (B) that remains unused after December 31, 2012; and (ii) the “Landlord’s Supervision Fee” (as set forth in Section 7.2.1.4 of the Third Amendment) applicable with respect to renovation of the tenant improvements in the Premises leased, or paid for from the Landlord Work Allowance shall be one percent (1%) of the costs incurred by Tenant to be leased by Tenant, design and construct such refurbishments to the tenant improvements (whereas the terms and conditions of Section 7.2.1.4 shall not be limited continue to apply to the remaining balance of the New Refurbishment Allowance). Tenant agrees to use its reasonable efforts to minimize any disruption to any particular portion other tenants in the Project during the course of construction of refurbishments to the tenant improvements and Landlord understands that Tenant intends to custom design its space and may use materials which are equal to or exceed Project-standard, subject to Landlord’s reasonable approval. At the time of granting such approval, Landlord shall indicate which, if any, of such Premisestenant improvements must be removed from the Premises upon expiration or earlier termination of the Lease as provided in Section 8.3 of the Original Lease. Except as otherwise expressly provided herein, all terms and conditions of Section 7.2 of the Third Amendment shall apply to Tenant’s design and construction of the refurbishments to the tenant improvements.