Common use of Funding and Disbursement Clause in Contracts

Funding and Disbursement. Landlord shall fund and disburse the Allowance within thirty (30) days after the Work has been completed in accordance with the Approved Plans in accordance with the provisions hereof, and Tenant has submitted all invoices, architect’s certificates, a Tenant’s affidavit, complete unconditional lien waivers and affidavits of payment by all Tenant’s Contractors, and such other evidence as Landlord may reasonably require that the cost of the Work has been paid and that no architect’s, mechanic’s, materialmen’s or other such liens have been or may be filed against the Property or the Premises arising out of the design or performance of such Work. Landlord may issue checks to fund the Allowance jointly or separately to Tenant, its general contractor, and any other of Tenant’s Contractors. If Tenant does not use the entire Allowance for the purposes permitted herein, or does not submit the foregoing documentation to Landlord, within nine (9) months after the Additional Premises Commencement Date, then Landlord shall be entitled to the savings and Tenant shall receive no credit therefore; provided that Landlord shall use up to $[***] of any remaining portion of the Allowance to reimburse Tenant’s reasonable, direct, out-of-pocket costs incurred for having its telecommunications and computer vendors install and connect telecommunications cables in the Premises. Landlord shall make such reimbursement to Tenant, out of any such remaining portion of the Allowance (i.e. that remains after final completion of the Work including punch-list items), within thirty (30) days after Landlord receives Tenant’s written request, subject to the following conditions: (x) Tenant’s request shall include paid invoices and other evidence of such costs reasonably satisfactory to Landlord (including lien waivers if applicable), and a letter signed by Tenant accepting the Work as being fully complete and satisfactory, including punch-list items, (y) Tenant shall deliver the request and such items to Landlord within nine (9) months after the Additional Premises Commencement Date, and (z) by the time Landlord is required to pay the foregoing amount hereunder, Tenant shall have moved into the Premises and shall be actively engaged in its business operations therein, and shall have faithfully complied with this Lease and not then be in Default. If Tenant does not use the entire foregoing amount for the purposes permitted herein, or has not satisfied the foregoing conditions, by the time required herein, then Landlord shall be entitled to the savings and *** Confidential information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Tenant shall receive no credit therefor, time being of the essence of this provision so that Landlord may close out Landlord’s books for the Work.

Funding and Disbursement. Landlord shall fund and disburse the Allowance within thirty (30) days after the Work has been completed in accordance with the Approved Plans in accordance with the provisions hereof, and Tenant has submitted all invoices, architect’s certificates, a Tenant’s affidavit, complete unconditional lien waivers and affidavits of payment by all Tenant’s Contractors, and such other evidence as Landlord may reasonably require that the cost of the Work has been paid and that no architect’s, mechanic’s, materialmen’s or other such liens have been or may be filed against the Property or the Premises arising out of the design or performance of such Work. Landlord may issue checks to fund the Allowance jointly or separately to Tenant, its general contractor, and any other of Tenant’s Contractors. If Except as set forth in the following paragraph, if Tenant does not use the entire Allowance for the purposes permitted herein, or does not submit the foregoing documentation to Landlord, within nine one (91) months year after the Additional Premises Commencement Datedate of this Amendment, then Landlord shall be entitled to the savings and Tenant shall receive no credit therefore; provided that Landlord shall use up to $[***] of any remaining portion of the Allowance to reimburse Tenant’s reasonable, direct, out-of-pocket costs incurred for having its telecommunications and computer vendors install and connect telecommunications cables in the Premises. Landlord shall make such reimbursement to Tenant, out of any such remaining portion of the Allowance (i.e. that remains after final completion of the Work including punch-list items), within thirty (30) days after Landlord receives Tenant’s written request, subject to the following conditions: (x) Tenant’s request shall include paid invoices and other evidence of such costs reasonably satisfactory to Landlord (including lien waivers if applicable), and a letter signed by Tenant accepting the Work as being fully complete and satisfactory, including punch-list items, (y) Tenant shall deliver the request and such items to Landlord within nine (9) months after the Additional Premises Commencement Date, and (z) by the time Landlord is required to pay the foregoing amount hereunder, Tenant shall have moved into the Premises and shall be actively engaged in its business operations therein, and shall have faithfully complied with this Lease and not then be in Default. If Tenant does not use the entire foregoing amount for the purposes permitted herein, or has not satisfied the foregoing conditions, by the time required herein, then Landlord shall be entitled to the savings and *** Confidential information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Tenant shall receive no credit therefor, time being of the essence of this provision so that Landlord may close out Landlord’s books for the Work. Tenant shall have the right to use any portion of the Allowance which remains after final completion of the Work to the Additional Premises, up to $5.00 per rentable square foot of the Additional Premises (the “Reserved Allowance”), for permanent leasehold improvements to any future expansion space which may be added to the Premises pursuant to any option to expand or otherwise. Final completion of the Work to the Additional Premises shall be evidenced by Tenant’s delivery to Landlord of a letter signed by Tenant accepting the Work as being fully complete and satisfactory, including punch-list items.

Funding and Disbursement. Landlord shall fund the Improvement Allowance and disburse the Bathroom Allowance within thirty (30) days after in monthly progress payment installments, based on the Work has been completed in accordance with submission of the Approved Plans in accordance with the provisions hereof, and Tenant has submitted all items hereinafter referenced. Each funding request shall be accompanied by appropriate invoices, architect’s certificates, a Tenant’s affidavit, partial or complete unconditional lien waivers (as appropriate) and affidavits of payment by all Tenant’s Contractors, and such other evidence as Landlord may reasonably require that the cost of the Tenant’s Work has and/or the Bathroom Improvements, as applicable, have been paid and that no architect’s, mechanic’s, materialmen’s or other such liens have been or may be filed against the Property Building or the Premises arising out of the design or performance of such WorkTenant’s Work and/or Bathroom Improvements, as applicable. In addition, the final funding request shall be accompanied by a copy of the “as built” Plans. Landlord may issue checks to fund the Improvement Allowance and/or the Bathroom Allowance jointly or separately to Tenant, its general contractor, and any other of Tenant’s ContractorsContractors at Tenant’s request. If Tenant does not use The Improvement Allowance and the entire Bathroom Allowance for must be used and requested from Landlord within the purposes permitted herein, or does not submit the foregoing documentation to Landlord, within nine initial twelve (912) months after following the Additional Premises Commencement DateEffective Date of this Lease, then otherwise, the Improvement Allowance and Bathroom Allowance shall remain the property of Landlord shall be entitled to the savings and Tenant shall receive have no credit therefore; provided further rights to such Improvement Allowance and/or Bathroom Allowance. In the event that the costs of Tenant’s Work and/or the Bathroom Improvements exceed the applicable allowance, Tenant shall be responsible for such additional costs without the right of reimbursement from Landlord. Landlord shall use up disburse the Space Plan Allowance to $[***] Tenant on a periodic basis (but no more than once per month) and within fifteen (15) days after Landlord’s receipt from Tenant of any remaining invoices marked paid for such costs. Further, Landlord shall disburse the applicable portion of the Improvement Allowance allocated by Tenant to reimburse be applied to the Existing Lease Obligations within fifteen (15) days after Landlord’s receipt of the reference written notice from Tenant’s reasonable. Notwithstanding anything herein to the contrary, direct, out-of-pocket costs incurred for having its telecommunications and computer vendors install and connect telecommunications cables in the Premises. Landlord no event shall make such reimbursement to Tenant, out of any such remaining portion of the Improvement Allowance (i.e. that remains after final completion be applied to Fixed Rent or any other sums due to Landlord under the terms and conditions of the Work including punch-list items), within thirty (30) days after Landlord receives Tenant’s written request, subject to the following conditions: (x) Tenant’s request shall include paid invoices and other evidence of such costs reasonably satisfactory to Landlord (including lien waivers if applicable), and a letter signed by Tenant accepting the Work as being fully complete and satisfactory, including punch-list items, (y) Tenant shall deliver the request and such items to Landlord within nine (9) months after the Additional Premises Commencement Date, and (z) by the time Landlord is required to pay the foregoing amount hereunder, Tenant shall have moved into the Premises and shall be actively engaged in its business operations therein, and shall have faithfully complied with this Lease and not then be in Default. If Tenant does not use the entire foregoing amount for the purposes permitted herein, or has not satisfied the foregoing conditions, by the time required herein, then Landlord shall be entitled to the savings and *** Confidential information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Tenant shall receive no credit therefor, time being of the essence of this provision so that Landlord may close out Landlord’s books for the WorkLease.

Funding and Disbursement. The General Contractor under the Construction Contract shall be required to provide to Landlord and Tenant, no more frequently than once per calendar month with an invoice prepared by the General Contractor on an AIA payment request form [G702] (“Invoice”) setting forth the Cost of Tenant’s Work payable since the last such Invoice, which Invoice shall fund be accompanied by (a) copies of all invoices from contractor and disburse subcontractors setting forth all amounts comprising the Allowance within Cost of Tenant’s Work for which payment is being requested in the Invoice, (b) receipts from such contractor and subcontractors acknowledging payment of the Cost of Tenant’s Work set forth in prior Invoices, and (c) original lien releases and waivers, in both Landlord’s and Tenant’s favor, from the General Contractor and all subcontractor’s and materialmen (such releases and waivers shall be conditional with respect to the Cost of Tenant’s Work set forth in the Invoice which they are accompanying and unconditional with respect to the Cost of Tenant’s Work set forth on prior Invoices and subcontractor waivers may be delivered thirty (30) days after the Work has been completed in accordance with the Approved Plans in accordance with the provisions hereof, and Tenant has submitted all invoices, architect’s certificates, a Tenant’s affidavit, complete unconditional lien waivers and affidavits of payment by all Tenant’s Contractors, and such other evidence as Landlord may reasonably require that the cost of the Work has been paid and that no architect’s, mechanic’s, materialmen’s or other such liens have been or may be filed against the Property or the Premises arising out of the design or performance of such Workarrears). Landlord may issue checks to fund shall pay the Allowance jointly or separately to Tenant, its general contractor, and any other requested Cost of Tenant’s Contractors. If Tenant does not use the entire Allowance for the purposes permitted herein, or does not submit the foregoing documentation to Landlord, within nine (9) months after the Additional Premises Commencement Date, then Landlord shall be entitled Work to the savings and Tenant shall receive no credit therefore; provided that Landlord shall use up to $[***] of any remaining portion of the Allowance to reimburse Tenant’s reasonable, direct, out-of-pocket costs incurred for having its telecommunications and computer vendors install and connect telecommunications cables in the Premises. Landlord shall make such reimbursement to Tenant, out of any such remaining portion of the Allowance (i.e. that remains after final completion of the Work including punch-list items)General Contractor, within thirty (30) days after receipt of the Invoice. To the extent Landlord receives has fully paid to or on behalf of Tenant the Allowance and any Additional Tenant Improvement Advance, Tenant shall promptly pay to Landlord (or, at Tenant’s election, directly to the General Contractor) the funds required to pay such monthly payment request, in order that Landlord may thereafter pay to the General Contractor the amounts set forth in such payment request. Landlord shall pay Tenant the Allowance and the Additional Tenant Improvement Advance within thirty (30) days of Tenant’s written request, subject to the following conditions: (x) Tenant’s request shall include paid invoices and other evidence of such costs reasonably satisfactory to Landlord (including lien waivers if applicable), and a letter signed by Tenant accepting the Work as being fully complete and satisfactory, including punch-list items, (y) Tenant shall deliver the request and such items to Landlord within nine (9) months after the Additional Premises Commencement Date, and (z) by the time Landlord is required to pay the foregoing amount hereunder, Tenant shall have moved into the Premises and shall be actively engaged in its business operations therein, and shall have faithfully complied with this Lease and not then be in Default. If Tenant does not use the entire foregoing amount for the purposes permitted herein, or has not satisfied the foregoing conditions, by the time required herein, then Landlord shall be entitled to the savings and *** Confidential information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Tenant shall receive no credit therefor, time being of the essence of this provision so that Landlord may close out Landlord’s books for the Work.

Funding and Disbursement. Landlord shall fund the Improvement Allowance and disburse the Bathroom Allowance within thirty (30) days after in monthly progress payment installments, based on the Work has been completed in accordance with submission of the Approved Plans in accordance with the provisions hereof, and Tenant has submitted all items hereinafter referenced. Each funding request shall be accompanied by appropriate invoices, architect’s certificates, a Tenant’s affidavit, partial or complete unconditional lien waivers (as appropriate) and affidavits of payment by all Tenant’s Contractors, and such other evidence as Landlord may reasonably require that the cost of the Tenant’s Work has and/or the Bathroom Improvements, as applicable, have been paid and that no architect’s, mechanic’s, materialmen’s or other such liens have been or may be filed against the Property Building or the Premises arising out of the design or performance of such WorkTenant’s Work and/or Bathroom Improvements, as applicable. In addition, the final funding request shall be accompanied by a copy of the “as built” Plans. Landlord may issue checks to fund the Improvement Allowance and/or the Bathroom Allowance jointly or separately to Tenant, its general contractor, and any other of Tenant’s ContractorsContractors at Tenant’s request. If Tenant does not use The Improvement Allowance and the entire Bathroom Allowance for must be used and requested from Landlord within the purposes permitted herein, or does not submit the foregoing documentation to Landlord, within nine initial twelve (912) months after following the Additional Expansion Premises Commencement DateDate of this Lease, then otherwise, the Improvement Allowance and Bathroom Allowance shall remain the property of Landlord shall be entitled to the savings and Tenant shall receive have no credit therefore; provided further rights to such Improvement Allowance and/or Bathroom Allowance. In the event that the costs of Tenant’s Work and/or the Bathroom Improvements exceed the applicable allowance, Tenant shall be responsible for such additional costs without the right of reimbursement from Landlord. Landlord shall use up disburse the Space Plan Allowance to $[***] Tenant on a periodic basis (but no more than once per month) and within fifteen (15) days after Landlord’s receipt from Tenant of any remaining invoices marked paid for such costs. Further, Landlord shall disburse the applicable portion of the Improvement Allowance allocated by Tenant to reimburse be applied to the Existing Lease Obligations within fifteen (15) days after Landlord’s receipt of the reference written notice from Tenant’s reasonable. Notwithstanding anything herein to the contrary, direct, out-of-pocket costs incurred for having its telecommunications and computer vendors install and connect telecommunications cables in the Premises. Landlord no event shall make such reimbursement to Tenant, out of any such remaining portion of the Improvement Allowance (i.e. that remains after final completion be applied to Fixed Rent or any other sums due to Landlord under the terms and conditions of the Work including punch-list items), within thirty (30) days after Landlord receives Tenant’s written request, subject to the following conditions: (x) Tenant’s request shall include paid invoices and other evidence of such costs reasonably satisfactory to Landlord (including lien waivers if applicable), and a letter signed by Tenant accepting the Work as being fully complete and satisfactory, including punch-list items, (y) Tenant shall deliver the request and such items to Landlord within nine (9) months after the Additional Premises Commencement Date, and (z) by the time Landlord is required to pay the foregoing amount hereunder, Tenant shall have moved into the Premises and shall be actively engaged in its business operations therein, and shall have faithfully complied with this Lease and not then be in Default. If Tenant does not use the entire foregoing amount for the purposes permitted herein, or has not satisfied the foregoing conditions, by the time required herein, then Landlord shall be entitled to the savings and *** Confidential information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Tenant shall receive no credit therefor, time being of the essence of this provision so that Landlord may close out Landlord’s books for the WorkLease.