Common use of Work Allowance Clause in Contracts

Work Allowance. Landlord agrees to provide Tenant a work allowance to be utilized by Tenant in accordance with this Lease to construct a new office environment and rack/server lab(s) needed for the conduct of Tenant’s business at the Premises (the “Tenant Improvements”), in the amount of Two Million Two Hundred Ninety Eight Thousand One Hundred Twenty Seven Dollars and Fifty Cents ($2,298,127.50) (the “Work Allowance”), subject to this Section 6.B below. Tenant shall pay all costs associated with the Tenant Improvements, subject to Landlord’s obligation to provide the Work Allowance pursuant to this Section 6.B. The cost of the Tenant Improvements for which the Work Allowance may be utilized by Tenant (“Work Allowance Costs”) shall consist of only the following to the extent actually incurred or paid by Tenant in connection with the design and construction of the Tenant Improvements to its unaffiliated third party general contractor (“Tenant’s General Contractor”) , architects, engineers, consultants, project managers, designers and suppliers for the Tenant Improvements, subject to this Section 6.B below: the fees of Tenant’s General Contractor, architects, engineers, consultants, project managers, designers and suppliers; materials, labor and other construction costs; governmental permit fees, construction taxes or other costs imposed by governmental authorities related to the Tenant Improvements. Notwithstanding the foregoing, in no event shall the Work Allowance be used for Tenant’s furniture, the Pad Improvements described in Section 8.A below, trade fixtures other than the rack/server lab(s) described above, telephone and other office equipment, personal property, cabling/wiring/telecommunication costs (other than cabling and wiring for the rack/server labs), the Communications Equipment (defined in Section 8.E below), or any oversized kitchen area or oversized cafeteria (i.e. kitchen area and cafeteria not proportional to the number of Building occupants determined without regard to the use of the kitchen area or cafeteria), fitness center, or other Specialized Tenant Improvements (defined in Section 10.B below). In no event shall any portion of the Work Allowance be used or payable for any improvements designed or constructed for any subtenant of any portion of the Premises. The Work Allowance shall be paid by Landlord to Tenant as payments for the Work Allowance Costs become due to Tenant’s General Contractor, architects, engineers, consultants, project managers, designers and suppliers in accordance with this Section 6.B below. During the course of design and construction of the Tenant Improvements, but not more than once in any calendar month, Tenant shall deliver to Landlord the following (the “Disbursement Documentation”): (i) a written request for disbursement, setting forth the amount requested for disbursement (“Disbursement Request”); (ii) a schedule of values allocating costs to the various portions of the Tenant Improvements for which disbursement is sought, in form and content reasonably satisfactory to Landlord, and which shall substantiate that the full amount requested for disbursement has been incurred or expended by Tenant for those Tenant Improvements for which the Work Allowance may be utilized; (iii) proof of payment or evidence of costs incurred of all amounts owed to the applicable third party, in form reasonably acceptable to Landlord, (iv) conditional lien releases, in form and content reasonably satisfactory to Landlord, from Tenant’s General Contractor and all subcontractors, material suppliers and other persons or entities providing work or materials for which the current Disbursement Request relates, (v) unconditional lien releases, in form and content reasonably satisfactory to Landlord, from Tenant’s General Contractor and all subcontractors, material suppliers and other persons or entities providing work or materials for which prior disbursements were made from the Work Allowance, to the extent not already delivered to Landlord; and (vi) invoices, vouchers, statements, affidavits and/or other documents in a form reasonably acceptable to Landlord which substantiate and justify the disbursement requested. Within thirty (30) days after Landlord’s receipt of the above items Landlord shall pay directly to Tenant or to the third (3rd) party entitled to payment, as elected by Landlord, an amount equal to the lesser of the undisbursed portion of the Work Allowance or the following: an amount equal to the product of (i) the amount requested for disbursement, multiplied by (ii) the lesser of (x) one (1) or (y) a fraction, the numerator of which is the total amount of the Work Allowance and the denominator of which is the total cost of the Tenant Improvements as evidenced by the contracts entered into between Tenant and Tenant’s General Contractor, architect, designers and suppliers (all of which contracts or copies thereof shall be delivered to Landlord as a condition precedent to Landlord’s obligation to make the first disbursement of the Work Allowance) for the Tenant Improvement work, until such time as Landlord has expended the full amount of the Work Allowance. Notwithstanding the foregoing, to the extent the amount requested for reimbursement has already been paid by Tenant to the third party entitled to payment, and evidence reasonably satisfactory to Landlord of such payment has been delivered to Landlord, Landlord agrees to reimburse Tenant directly for the amount paid by Tenant to the third party. If following completion of the Tenant Improvements and payment of Landlord’s share of Work Allowance Costs in accordance with this Section 6.B above there are any un-disbursed Work Allowance funds, Tenant shall not be entitled to any further disbursements of such funds and shall not be entitled to any credit with respect to such funds, except as provided in this Section 6.B below. If any portion of the Work Allowance remains un-disbursed as of the date that is twelve (12) months after the Effective Date (the “Outside Disbursement Date”), then as to those remaining funds for which the required Disbursement Documentation has not been submitted to Landlord, Tenant shall not be entitled to any further disbursements of such funds and shall not be entitled to any credit with respect to such funds, subject to this Section 6.B below. All Work Allowance Costs shall be fully documented to and subject to reasonable verification by Landlord. Notwithstanding this Section 6.B above, if on the Effective Date Tenant has also entered into a lease with SI 33, LLC, a California limited liability company (“SI 33”) for the lease by Tenant of the 6377 San Xxxxxxx Building (such lease being the “6377 San Xxxxxxx Lease”), and if following completion of the Tenant Improvements and payment of Landlord’s share of Work Allowance Costs in accordance with this Section 6.B, at least Two Million Dollars ($2,000,000) of the Work Allowance has been used for the Tenant Improvements for the Building and there are any un-disbursed Work Allowance funds under this Lease, then Tenant shall have the right to use the un-disbursed portion of the Work Allowance by adding it to the work allowance provided to Tenant in the 6377 San Xxxxxxx Lease, to be used by Tenant under the 6377 San Xxxxxxx Lease subject to and in accordance with all of the terms and conditions set forth in the 6377 San Xxxxxxx Lease. Notwithstanding the foregoing, Landlord shall not be required make any disbursements of the Work Allowance, and Tenant shall not be entitled to any transfer of un-disbursed Work Allowance funds to the 6377 San Xxxxxxx Lease, during any period when Tenant is in default under this Lease beyond any applicable cure period expressly granted in this Lease.

Work Allowance. Tenant shall, at its sole cost and expense except as set forth to the contrary in this Section 20, perform all work necessary or desirable by Tenant to prepare the Premises for its occupancy in accordance with detailed dimensioned coordinated plans and specifications, including layout, architectural, mechanical, electrical, plumbing and structural drawings, to be submitted by Tenant to Landlord agrees for Landlord's and Overlandlord's written approval, which approval shall be governed by the provisions of the Xxxxxxxxx as incorporated herein by reference including, without limitation, the provisions of Article 13 thereof relating to provide the performance of Tenant Changes (such work being referred to herein as "Tenant's Work"). In connection therewith, Landlord shall give Tenant a cash work allowance (the "Work Allowance"), of EIGHT HUNDRED SEVENTY-NINE THOUSAND EIGHT HUNDRED TEN and 00/100 ($879,810.00) DOLLARS ($15.00 x 58,654, which is the agreed upon rentable square feet comprising the Premises and which is not subject to adjustment), which Work Allowance shall be utilized applied solely against the cost and expense of the actual construction work performed by Tenant in accordance connection with this Lease to construct a new office environment and rack/server lab(s) needed for the conduct of Tenant’s business at 's Work in the Premises (the “"Hard Costs"); provided that Tenant Improvements”), in the amount may use up to $263,943.00 (i.e. thirty (30%) percent of Two Million Two Hundred Ninety Eight Thousand One Hundred Twenty Seven Dollars and Fifty Cents ($2,298,127.50) (the “Work Allowance”), subject to this Section 6.B below. Tenant shall pay all costs associated with the Tenant Improvements, subject to Landlord’s obligation to provide the Work Allowance pursuant to this Section 6.B. The cost of the Tenant Improvements for which the Work Allowance may be utilized by Tenant (“Work Allowance Costs”) shall consist of only the following to the extent actually design consultants, architect's and engineering fees or other so-called "soft" costs incurred or paid by Tenant in connection with the design performance of Tenant's Work (collectively, "Soft Costs"). In the event that the Hard Costs and construction Soft Costs shall exceed the aggregate amount of the Work Allowance, Tenant Improvements to its unaffiliated third party general contractor (“Tenant’s General Contractor”) , architects, engineers, consultants, project managers, designers and suppliers shall be entirely responsible for such excess. To the Tenant Improvements, subject to this Section 6.B below: the fees of Tenant’s General Contractor, architects, engineers, consultants, project managers, designers and suppliers; materials, labor and other construction costs; governmental permit fees, construction taxes or other costs imposed by governmental authorities related to the Tenant Improvements. Notwithstanding the foregoing, in no event shall extent that the Work Allowance be used for Tenant’s furniture, has not been fully applied by the Pad Improvements described in Section 8.A below, trade fixtures other than the rack/server lab(sfirst (1st) described above, telephone and other office equipment, personal property, cabling/wiring/telecommunication costs (other than cabling and wiring for the rack/server labs), the Communications Equipment (defined in Section 8.E below), or any oversized kitchen area or oversized cafeteria (i.e. kitchen area and cafeteria not proportional to the number of Building occupants determined without regard to the use anniversary of the kitchen area or cafeteria)Sublease Commencement Date, fitness center, or other Specialized then Tenant Improvements (defined in Section 10.B below). In no event shall any portion of the Work Allowance be used or payable for any improvements designed or constructed for any subtenant of any portion of the Premises. The Work Allowance shall be paid by Landlord to Tenant as payments for the Work Allowance Costs become due to Tenant’s General Contractor, architects, engineers, consultants, project managers, designers and suppliers in accordance with this Section 6.B below. During the course of design and construction of the Tenant Improvements, but not more than once in any calendar month, Tenant shall deliver to Landlord the following (the “Disbursement Documentation”): (i) a written request for disbursement, setting forth the amount requested for disbursement (“Disbursement Request”); (ii) a schedule of values allocating costs to the various portions of the Tenant Improvements for which disbursement is sought, in form and content reasonably satisfactory to Landlord, and which shall substantiate that the full amount requested for disbursement has been incurred or expended by Tenant for those Tenant Improvements for which the Work Allowance may be utilized; (iii) proof of payment or evidence of costs incurred of all amounts owed to the applicable third party, in form reasonably acceptable to Landlord, (iv) conditional lien releases, in form and content reasonably satisfactory to Landlord, from Tenant’s General Contractor and all subcontractors, material suppliers and other persons or entities providing work or materials for which the current Disbursement Request relates, (v) unconditional lien releases, in form and content reasonably satisfactory to Landlord, from Tenant’s General Contractor and all subcontractors, material suppliers and other persons or entities providing work or materials for which prior disbursements were made from the Work Allowanceapply such unapplied balance, to the extent not already delivered to Landlord; and (vi) invoices, vouchers, statements, affidavits and/or other documents in a form reasonably acceptable to Landlord which substantiate and justify the disbursement requested. Within thirty (30) days after Landlord’s receipt excess of the above items Landlord shall pay directly to Tenant or to the third (3rd) party entitled to payment, as elected by Landlord, an amount equal to the lesser sum of the undisbursed portion of the Work Allowance or the following: an amount equal to the product of (i) the amount requested for disbursement, multiplied by (ii) the lesser of (x) one (1) or (y) a fraction, the numerator of which is the total amount of the Work Allowance and the denominator of which is the total cost of the Tenant Improvements as evidenced by the contracts entered into between Tenant and Tenant’s General Contractor, architect, designers and suppliers (all of which contracts or copies thereof shall be delivered to Landlord $263,943.00 as a condition precedent to Landlord’s obligation to make the first disbursement credit against then ensuing installments of the Work Allowance) for the Tenant Improvement work, until such time as Landlord has expended the full amount of the Work Allowance. Notwithstanding the foregoing, to Fixed Rent and the extent the amount requested for reimbursement has already been paid by Tenant to unapplied balance of the third party entitled to payment, and evidence reasonably satisfactory to Landlord Tenant's Work Allowance is in excess of such payment has been delivered to Landlordsum, Landlord agrees shall have no further obligation to reimburse Tenant directly for the amount paid by Tenant to the third party. If following completion of the Tenant Improvements and payment of Landlord’s share of Work Allowance Costs in accordance with this Section 6.B above there are any un-disbursed Work Allowance fundsdisburse such excess, Tenant shall not be entitled to any further disbursements of such funds and shall not be entitled to any credit with respect to such funds, except as provided in this Section 6.B below. If any portion of the Work Allowance remains un-disbursed as of the date that is twelve (12) months after the Effective Date (the “Outside Disbursement Date”), then as to those remaining funds for which the required Disbursement Documentation has not been submitted to Landlord, Tenant shall not be entitled to any further disbursements of such funds and shall not be entitled to any credit with respect to such funds, subject to this Section 6.B below. All Work Allowance Costs shall be fully documented to and subject to reasonable verification by Landlord. Notwithstanding this Section 6.B above, if on the Effective Date Tenant has also entered into a lease with SI 33, LLC, a California limited liability company (“SI 33”) for the lease by Tenant of the 6377 San Xxxxxxx Building (such lease being the “6377 San Xxxxxxx Lease”), and if following completion of the Tenant Improvements and payment of Landlord’s share of Work Allowance Costs in accordance with this Section 6.B, at least Two Million Dollars ($2,000,000) of the Work Allowance has been used for the Tenant Improvements for the Building and there are any un-disbursed Work Allowance funds under this Lease, then Tenant shall have the right to use the un-disbursed portion of the Work Allowance by adding it to the work allowance provided to Tenant in the 6377 San Xxxxxxx Lease, to be used by Tenant under the 6377 San Xxxxxxx Lease subject to and in accordance with all of the terms and conditions set forth in the 6377 San Xxxxxxx Lease. Notwithstanding the foregoing, Landlord shall not be required make any disbursements of the Work Allowanceagainst Rent, and Tenant shall not be entitled have waived its rights to any transfer of un-disbursed Work Allowance funds to the 6377 San Xxxxxxx Lease, during any period when Tenant is in default under this Lease beyond any applicable cure period expressly granted in this Leasesuch unused excess.

Work Allowance. Landlord agrees shall pay all of the costs of the Work (including permit fees, overhead, general conditions and the General Contractor's fee but excluding, the Working Drawings) up to provide Tenant a work allowance to be utilized by Tenant in accordance with this Lease to construct a new office environment and rack/server lab(s) needed for the conduct sum of Tenant’s business at the Premises (the “Tenant Improvements”), in the amount of Two Million Two Hundred Ninety Eight Thousand One Hundred Twenty Twenty-three Thousand Seven Hundred Fifty Dollars and Fifty Cents ($2,298,127.50123,750.00) ($10.00 per rentable square foot of the Leased Premises) (the “"Work Allowance”"), subject . The entire Work Allowance must be used to this Section 6.B belowconstruct the Work during the first six (6) months of the Lease Term. Tenant shall pay all costs associated with the Tenant Improvements, subject to Landlord’s obligation to provide Any portion of the Work Allowance pursuant not used during such six-month period shall be forfeited. Landlord makes no representation or warranty that the Work Allowance is sufficient to this Section 6.B. cover the cost of the Work. WORK IN EXCESS OF THE WORK ALLOWANCE. The cost of the Tenant Improvements for which the Work Allowance may be utilized by Tenant (“Work Allowance Costs”) shall consist of only the following to the extent actually incurred or paid by Tenant in connection with the design and construction of the Tenant Improvements to its unaffiliated third party general contractor (“Tenant’s General Contractor”) , architects, engineers, consultants, project managers, designers and suppliers for the Tenant Improvements, subject to this Section 6.B below: the fees of Tenant’s General Contractor, architects, engineers, consultants, project managers, designers and suppliers; materials, labor and other construction costs; governmental permit fees, construction taxes or other costs imposed by governmental authorities related to the Tenant Improvements. Notwithstanding the foregoing, in no event shall the Work Allowance be used for Tenant’s furniture, the Pad Improvements described in Section 8.A below, trade fixtures other than the rack/server lab(s) described above, telephone and other office equipment, personal property, cabling/wiring/telecommunication costs (other than cabling and wiring for the rack/server labs), the Communications Equipment (defined in Section 8.E below), or any oversized kitchen area or oversized cafeteria (i.e. kitchen area and cafeteria not proportional to the number of Building occupants determined without regard to the use of the kitchen area or cafeteria), fitness center, or other Specialized Tenant Improvements (defined in Section 10.B below). In no event shall any portion of the Work which exceeds the Work Allowance ("Above-Allowance Work") shall be used or payable for any improvements designed or constructed for any subtenant of any portion borne by Tenant. Thirty-three and three tenths percent (33.3%) of the Premises. The cost of the Above-Allowance Work Allowance shall be paid by payable in advance, and Tenant shall pay such amount to the General Contractor prior to the commencement of the Work. Tenant acknowledges that Tenant requested Landlord to order long lead items prior to finalizing the Working Drawings. Therefore, Tenant as payments has submitted all equipment specifications for long lead items to be ordered and has paid General Contractor the sum of One Hundred Seventy-five Thousand Dollars ($175,000.00) toward the cost of such long lead items. When final pricing for the Work is agreed upon by Landlord and Tenant, if thirty-three and three tenths percent (33.3%) of the cost of the Above-Allowance Costs become due Work exceeds the One Hundred Seventy-five Thousand Dollar ($175,000.00) payment made by Tenant to Tenant’s the General Contractor, architects, engineers, consultants, project managers, designers then Tenant shall pay the difference to General Contractor prior to General Contractor commencing the Work. If thirty-three and suppliers in accordance with this Section 6.B below. During the course of design and construction three tenths percent (33.3%) of the Above-Allowance Work is less than the One Hundred Seventy-five Thousand Dollar ($175,000.00) payment made by Tenant Improvements, but not more than once in any calendar month, Tenant shall deliver to Landlord the following (the “Disbursement Documentation”): (i) a written request for disbursement, setting forth the amount requested for disbursement (“Disbursement Request”); (ii) a schedule of values allocating costs to the various portions General Contractor, then such,, additional amount shall be applied to the total cost of the Work. Tenant Improvements agrees to pay General Contractor directly or General Contractor can deduct from Tenant's initial payment for which disbursement is sought, in form and content reasonably satisfactory to Landlord, and which shall substantiate that the full amount requested for disbursement has been incurred or Above-Allowance Work any amounts expended by Tenant for those Tenant Improvements for which the Work Allowance may be utilized; (iii) proof of payment or evidence of costs incurred of all amounts owed to the applicable third party, in form reasonably acceptable to Landlord, (iv) conditional lien releases, in form and content reasonably satisfactory to Landlord, from Tenant’s General Contractor and all subcontractorsfor items not included in the Working Drawings. Thereafter, material suppliers and other persons or entities providing work or materials for which the current Disbursement Request relates, (v) unconditional lien releases, in form and content reasonably satisfactory to Landlord, from Tenant’s General Contractor and all subcontractors, material suppliers and other persons or entities providing work or materials for which prior disbursements were made from the Work Allowance, to the extent not already delivered to Landlord; and (vi) invoices, vouchers, statements, affidavits and/or other documents in a form reasonably acceptable to Landlord which substantiate and justify the disbursement requested. Within thirty (30) days after Landlord’s receipt of the above items Landlord shall pay directly submit to Tenant or to monthly invoices for progress payments on the third (3rd) party entitled to payment, as elected by Landlord, an amount equal to the lesser of the undisbursed portion of the Work Above-Allowance or the following: an amount equal to the product of Work. Such invoices shall indicate (i) the amount requested for disbursementof Above-Allowance Work completed during the prior month, multiplied by and (ii) the lesser of (x) one (1) or (y) a fraction, amount due and payable from Tenant for such Above-Allowance Work. Tenant shall remit payment to the numerator of which is the total amount of the Work Allowance and the denominator of which is the total cost of the Tenant Improvements as evidenced by the contracts entered into between Tenant and Tenant’s General Contractor, architect, designers and suppliers (all of which contracts or copies thereof shall be delivered to Landlord as a condition precedent to Landlord’s obligation to make the first disbursement of the Work Allowance) Contractor for the Tenant Improvement work, until such time as Landlord has expended the full amount indicated on such invoices less ten percent (10%) retainage within ten (10) business days of its receipt of the Work Allowancesame. Notwithstanding the foregoing, to the extent the amount requested for reimbursement has already been paid by Tenant to the third party entitled to payment, Upon substantial completion and evidence reasonably satisfactory to Landlord of such payment has been delivered to Landlord, Landlord agrees to reimburse Tenant directly for the amount paid by Tenant to the third party. If following completion of the Tenant Improvements and payment of Landlord’s share of Work Allowance Costs in accordance with this Section 6.B above there are any un-disbursed Work Allowance fundspunchlist items, Tenant shall not be entitled to pay Landlord any further disbursements of such funds and shall not be entitled to any credit with respect to such funds, except as provided in this Section 6.B below. If any portion of the Work Allowance remains un-disbursed as of the date that is twelve (12) months after the Effective Date (the “Outside Disbursement Date”), then as to those remaining funds for which the required Disbursement Documentation has not been submitted to Landlord, Tenant shall not be entitled to any further disbursements of such funds and shall not be entitled to any credit with respect to such funds, subject to this Section 6.B below. All Work Allowance Costs shall be fully documented to and subject to reasonable verification by Landlord. Notwithstanding this Section 6.B above, if on the Effective Date Tenant has also entered into a lease with SI 33, LLC, a California limited liability company (“SI 33”) outstanding balance for the lease by Tenant of the 6377 San Xxxxxxx Building (such lease being the “6377 San Xxxxxxx Lease”), and if following completion of the Tenant Improvements and payment of Landlord’s share of Work Above-Allowance Costs in accordance with this Section 6.B, at least Two Million Dollars ($2,000,000) of the Work Allowance has been used for the Tenant Improvements for the Building and there are any un-disbursed Work Allowance funds under this Lease, then Tenant shall have the right to use the un-disbursed portion of the Work Allowance by adding it to the work allowance provided to Tenant in the 6377 San Xxxxxxx Lease, to be used by Tenant under the 6377 San Xxxxxxx Lease subject to and in accordance with all of the terms and conditions set forth in the 6377 San Xxxxxxx Lease. Notwithstanding the foregoing, Landlord shall not be required make any disbursements of the Work Allowance, and Tenant shall not be entitled to any transfer of un-disbursed Work Allowance funds to the 6377 San Xxxxxxx Lease, during any period when Tenant is in default under this Lease beyond any applicable cure period expressly granted in this LeaseWork.

Work Allowance. (a) Landlord agrees to provide shall reimburse Tenant a work allowance to (or, as described below, pay as directed by Tenant) for the cost of the Initial Tenant Work, which shall be utilized by Tenant performed in accordance with this Lease to construct a new office environment and rack/server lab(s) needed for the conduct requirements of Tenant’s business at the Premises (the “Tenant Improvements”)Article 14, in the amount of Two Million Two Hundred Ninety Eight Thousand One Hundred Twenty Seven Dollars and Fifty Cents ($2,298,127.50) (the “Work Allowance”) of $29,980,514.71 (including $1,750,000.00 (i.e., $250,000 per floor on which the Above-Grade Premises are located) for the Restroom Renovations), subject to this the provisions of Article 40; provided, that Landlord may withhold (i) $1,000,000.00 of the Work Allowance until substantial completion of the Initial Tenant Work, upon which $750,000.00 of such amount shall be disbursed to Tenant upon Tenant’s compliance with Section 6.B below7.01(a)(i) – (iii) set forth below provided no Event of Default shall then exist, and (ii) $250,000.00 of such $1,000,000.00 until Tenant delivers to Landlord all of the documents described in clauses (w), (x), (y) and (z) of Section 7.01(a)(iv) and provided no Event of Default shall then exist. Notwithstanding anything contained herein to the contrary, only up to a maximum of 20% of the Work Allowance may be applied to Tenant’s permit and filing fees, designers’, and architects’, engineers’, project management and other professional fees and other so-called “soft costs” incurred in connection with the performance of the Initial Tenant Work. Tenant shall pay all costs associated with the Tenant Improvements, subject to Landlord’s obligation to provide the Work Allowance pursuant to this Section 6.B. The cost of the Tenant Improvements and expenses for which the Work Allowance may be utilized by Tenant (“Work Allowance Costs”) shall consist of only the following to the extent actually incurred or paid by Tenant in connection with the design and construction Initial Tenant Work in excess of the Tenant Improvements to its unaffiliated third party general contractor (“Tenant’s General Contractor”) Work Allowance. Provided no Event of Default shall then exist, architects, engineers, consultants, project managers, designers and suppliers for the Tenant Improvements, subject to this Section 6.B below: the fees of Tenant’s General Contractor, architects, engineers, consultants, project managers, designers and suppliers; materials, labor and other construction costs; governmental permit fees, construction taxes or other costs imposed by governmental authorities related to the Tenant Improvements. Notwithstanding the foregoing, in no event Landlord shall pay the Work Allowance (subject to the retention specified above), from and after the Commencement Date (except with respect to soft costs, which may be used for drawn prior to the Commencement Date and without the obligation to refund the same if this Lease is terminated prior to the Commencement Date pursuant to Section 2.05, Article 22 or Article 23), by reimbursing Tenant (or, at Tenant’s furnitureoption, the Pad Improvements described in Section 8.A below, trade fixtures other than the rack/server lab(s) described above, telephone and other office equipment, personal property, cabling/wiring/telecommunication costs (other than cabling and wiring for the rack/server labs), the Communications Equipment (defined in Section 8.E below), or any oversized kitchen area or oversized cafeteria (i.e. kitchen area and cafeteria not proportional to the number of Building occupants determined without regard to the use of the kitchen area or cafeteria), fitness center, or other Specialized Tenant Improvements (defined in Section 10.B below). In no event shall any portion of the Work Allowance be used or payable for any improvements designed or constructed for any subtenant of any portion of the Premises. The Work Allowance shall be paid by Landlord to Tenant as payments for the Work Allowance Costs become due paying directly to Tenant’s General Contractorcontractors or other vendors, architects, engineers, consultants, project managers, designers and suppliers in accordance with this Section 6.B below. During not to exceed 5 contractors or other vendors per requisition) from time to time during the course of design and construction progress of the Initial Tenant Improvements, Work (but not more than once in any calendar per month, Tenant shall deliver to Landlord the following (the “Disbursement Documentation”): (i) within 30 days after a written request for disbursement, setting forth the amount requested for disbursement (“Disbursement Request”); (ii) a schedule of values allocating costs to the various portions of the Tenant Improvements for which disbursement is sought, in form and content reasonably satisfactory to Landlord, and which shall substantiate that the full amount requested for disbursement has been incurred or expended by Tenant for those Tenant Improvements for which the Work Allowance may be utilized; (iii) proof of payment or evidence of costs incurred of all amounts owed to the applicable third party, in form reasonably acceptable to Landlord, (iv) conditional lien releases, in form and content reasonably satisfactory to Landlord, from Tenant’s General Contractor and all subcontractors, material suppliers and other persons or entities providing work or materials for which the current Disbursement Request relates, (v) unconditional lien releases, in form and content reasonably satisfactory to Landlord, from Tenant’s General Contractor and all subcontractors, material suppliers and other persons or entities providing work or materials for which prior disbursements were made from the Work Allowance, to the extent not already delivered to Landlord; and (vi) invoices, vouchers, statements, affidavits and/or other documents in a form reasonably acceptable to Landlord which substantiate and justify the disbursement requested. Within thirty (30) days after Landlord’s receipt of the above items Landlord request shall pay directly to Tenant or to the third (3rd) party entitled to payment, as elected be accompanied by Landlord, an amount equal to the lesser of the undisbursed portion of the Work Allowance or the following: an amount equal to the product of (i) the amount requested for disbursement, multiplied by (ii) the lesser of (x) one (1) or (y) a fraction, the numerator of which is the total amount of the Work Allowance and the denominator of which is the total cost of the Tenant Improvements as evidenced by the contracts entered into between Tenant and Tenant’s General Contractor, architect, designers and suppliers (all of which contracts or copies thereof shall be delivered to Landlord as a condition precedent to Landlord’s obligation to make the first disbursement of the Work Allowance) for the Tenant Improvement work, until such time as Landlord has expended the full amount of the Work Allowance. Notwithstanding the foregoing, to the extent the amount requested for reimbursement has already been paid by Tenant to the third party entitled to payment, and evidence reasonably satisfactory to Landlord of such payment has been delivered to Landlord, Landlord agrees to reimburse Tenant directly for the amount paid by Tenant to the third party. If following completion of the Tenant Improvements and payment of Landlord’s share of Work Allowance Costs in accordance with this Section 6.B above there are any un-disbursed Work Allowance funds, Tenant shall not be entitled to any further disbursements of such funds and shall not be entitled to any credit with respect to such funds, except as provided in this Section 6.B below. If any portion of the Work Allowance remains un-disbursed as of the date that is twelve (12) months after the Effective Date (the “Outside Disbursement Date”), then as to those remaining funds for which the required Disbursement Documentation has not been submitted to Landlord, Tenant shall not be entitled to any further disbursements of such funds and shall not be entitled to any credit with respect to such funds, subject to this Section 6.B below. All Work Allowance Costs shall be fully documented to and subject to reasonable verification by Landlord. Notwithstanding this Section 6.B above, if on the Effective Date Tenant has also entered into a lease with SI 33, LLC, a California limited liability company (“SI 33”) for the lease by Tenant of the 6377 San Xxxxxxx Building (such lease being the “6377 San Xxxxxxx Lease”), and if following completion of the Tenant Improvements and payment of Landlord’s share of Work Allowance Costs in accordance with this Section 6.B, at least Two Million Dollars ($2,000,000) of the Work Allowance has been used for the Tenant Improvements for the Building and there are any un-disbursed Work Allowance funds under this Lease, then Tenant shall have the right to use the un-disbursed portion of the Work Allowance by adding it to the work allowance provided to Tenant in the 6377 San Xxxxxxx Lease, to be used by Tenant under the 6377 San Xxxxxxx Lease subject to and in accordance with all of the terms and conditions set forth in the 6377 San Xxxxxxx Lease. Notwithstanding the foregoing, Landlord shall not be required make any disbursements of the Work Allowance, and Tenant shall not be entitled to any transfer of un-disbursed Work Allowance funds to the 6377 San Xxxxxxx Lease, during any period when Tenant is in default under this Lease beyond any applicable cure period expressly granted in this Lease.:

Work Allowance. (a) Landlord agrees to provide shall reimburse Tenant a work allowance to for the cost of the Initial Tenant Work, which shall be utilized by Tenant performed in accordance with this Lease to construct a new office environment and rack/server lab(s) needed for the conduct requirements of Tenant’s business at the Premises (the “Tenant Improvements”)Article 14, in the an amount of Two Million Two Hundred Ninety Eight Thousand One Hundred Twenty Seven Dollars and Fifty Cents ($2,298,127.50) (the “Work Allowance”) equal to the lesser of (x) $12,665,475.00 (i.e., the rate of $75.00 per Rentable Square Foot of the Initial Premises), subject and (y) the actual cost of the Initial Tenant Work shown in the plans and specifications therefor approved by Landlord; provided, however, that Landlord may withhold an amount equal to this ten percent (10%) of each requested installment of the Work Allowance until Tenant delivers to Landlord for Landlord’s approval, all of the documents described in clauses (w), (x), (y) and (z) of Section 6.B below7.01(a)(iv); provided further that the amount of such retainage shall be reduced to five (5%) of the amount of each requested installment of the Work Allowance upon certification by Tenant’s architect that the Initial Tenant Work is at least fifty percent (50%) completed substantially in accordance with the plans and specifications previously approved (or deemed approved) by Landlord. Notwithstanding anything contained herein to the contrary, only up to a maximum of ten percent (10%) of the Work Allowance may be applied to Tenant’s permit and filing fees, designers’, and architects’, engineers’ and other professional fees and other so-called “soft costs” incurred in connection with the performance of the Initial Tenant Work. Tenant shall pay all costs associated with the Tenant Improvements, subject to Landlord’s obligation to provide the Work Allowance pursuant to this Section 6.B. The cost of the Tenant Improvements and expenses for which the Work Allowance may be utilized by Tenant (“Work Allowance Costs”) shall consist of only the following to the extent actually incurred or paid by Tenant in connection with the design and construction Initial Tenant Work in excess of the Tenant Improvements to its unaffiliated third party general contractor (“Tenant’s General Contractor”) Work Allowance. Provided no Event of Default shall exist, architects, engineers, consultants, project managers, designers and suppliers for the Tenant Improvements, subject to this Section 6.B below: the fees of Tenant’s General Contractor, architects, engineers, consultants, project managers, designers and suppliers; materials, labor and other construction costs; governmental permit fees, construction taxes or other costs imposed by governmental authorities related to the Tenant Improvements. Notwithstanding the foregoing, in no event Landlord shall pay the Work Allowance be used for Tenant’s furniture, the Pad Improvements described in Section 8.A below, trade fixtures other than the rack/server lab(s) described above, telephone and other office equipment, personal property, cabling/wiring/telecommunication costs (other than cabling and wiring for the rack/server labs), the Communications Equipment (defined in Section 8.E below), or any oversized kitchen area or oversized cafeteria (i.e. kitchen area and cafeteria not proportional subject to the number of Building occupants determined without regard retention specified above) by reimbursing Tenant, from time to time during the use progress of the kitchen area or cafeteria), fitness center, or other Specialized Initial Tenant Improvements Work (defined in Section 10.B below). In no event shall any portion of the Work Allowance be used or payable for any improvements designed or constructed for any subtenant of any portion of the Premises. The Work Allowance shall be paid by Landlord to Tenant as payments for the Work Allowance Costs become due to Tenant’s General Contractor, architects, engineers, consultants, project managers, designers and suppliers in accordance with this Section 6.B below. During the course of design and construction of the Tenant Improvements, but not more than once in any calendar per month, Tenant shall deliver to Landlord the following (the “Disbursement Documentation”): (i) a written request for disbursement, setting forth the amount requested for disbursement (“Disbursement Request”); (ii) a schedule of values allocating costs to the various portions of the Tenant Improvements for which disbursement is sought, in form and content reasonably satisfactory to Landlord, and which shall substantiate that the full amount requested for disbursement has been incurred or expended by Tenant for those Tenant Improvements for which the Work Allowance may be utilized; (iii) proof of payment or evidence of costs incurred of all amounts owed to the applicable third party, in form reasonably acceptable to Landlord, (iv) conditional lien releases, in form and content reasonably satisfactory to Landlord, from Tenant’s General Contractor and all subcontractors, material suppliers and other persons or entities providing work or materials for which the current Disbursement Request relates, (v) unconditional lien releases, in form and content reasonably satisfactory to Landlord, from Tenant’s General Contractor and all subcontractors, material suppliers and other persons or entities providing work or materials for which prior disbursements were made from the Work Allowance, to the extent not already delivered to Landlord; and (vi) invoices, vouchers, statements, affidavits and/or other documents in a form reasonably acceptable to Landlord which substantiate and justify the disbursement requested. Within within thirty (30) days after Landlord’s receipt of the above items Landlord a written request from Tenant which request shall pay directly to Tenant or to the third (3rd) party entitled to payment, as elected be accompanied by Landlord, an amount equal to the lesser of the undisbursed portion of the Work Allowance or the following: an amount equal to the product of (i) the amount requested for disbursement, multiplied by (ii) the lesser of (x) one (1) or (y) a fraction, the numerator of which is the total amount of the Work Allowance and the denominator of which is the total cost of the Tenant Improvements as evidenced by the contracts entered into between Tenant and Tenant’s General Contractor, architect, designers and suppliers (all of which contracts or copies thereof shall be delivered to Landlord as a condition precedent to Landlord’s obligation to make the first disbursement of the Work Allowance) for the Tenant Improvement work, until such time as Landlord has expended the full amount of the Work Allowance. Notwithstanding the foregoing, to the extent the amount requested for reimbursement has already been paid by Tenant to the third party entitled to payment, and evidence reasonably satisfactory to Landlord of such payment has been delivered to Landlord, Landlord agrees to reimburse Tenant directly for the amount paid by Tenant to the third party. If following completion of the Tenant Improvements and payment of Landlord’s share of Work Allowance Costs in accordance with this Section 6.B above there are any un-disbursed Work Allowance funds, Tenant shall not be entitled to any further disbursements of such funds and shall not be entitled to any credit with respect to such funds, except as provided in this Section 6.B below. If any portion of the Work Allowance remains un-disbursed as of the date that is twelve (12) months after the Effective Date (the “Outside Disbursement Date”), then as to those remaining funds for which the required Disbursement Documentation has not been submitted to Landlord, Tenant shall not be entitled to any further disbursements of such funds and shall not be entitled to any credit with respect to such funds, subject to this Section 6.B below. All Work Allowance Costs shall be fully documented to and subject to reasonable verification by Landlord. Notwithstanding this Section 6.B above, if on the Effective Date Tenant has also entered into a lease with SI 33, LLC, a California limited liability company (“SI 33”) for the lease by Tenant of the 6377 San Xxxxxxx Building (such lease being the “6377 San Xxxxxxx Lease”), and if following completion of the Tenant Improvements and payment of Landlord’s share of Work Allowance Costs in accordance with this Section 6.B, at least Two Million Dollars ($2,000,000) of the Work Allowance has been used for the Tenant Improvements for the Building and there are any un-disbursed Work Allowance funds under this Lease, then Tenant shall have the right to use the un-disbursed portion of the Work Allowance by adding it to the work allowance provided to Tenant in the 6377 San Xxxxxxx Lease, to be used by Tenant under the 6377 San Xxxxxxx Lease subject to and in accordance with all of the terms and conditions set forth in the 6377 San Xxxxxxx Lease. Notwithstanding the foregoing, Landlord shall not be required make any disbursements of the Work Allowance, and Tenant shall not be entitled to any transfer of un-disbursed Work Allowance funds to the 6377 San Xxxxxxx Lease, during any period when Tenant is in default under this Lease beyond any applicable cure period expressly granted in this Lease.: