Force Majeure Delay recognized
THE WATER GARDEN
Cornerstone OnDemand, Inc.
E-9
hereunder shall be one hundred eighty (180) days (i.e., the date of Base Rent
commencement may not be postponed by more than one hundred eighty (180) days of
Force Majeure Delay).
THE WATER GARDEN
Cornerstone OnDemand, Inc.
E-10
EXHIBIT "F"
THE WATER GARDEN
EXISTING 10% PLANS REFERENCED IN
SECTION 29.25 OF THE LEASE
None.
THE WATER GARDEN
Cornerstone OnDemand, Inc.
F-1
EXHIBIT "G"
THE WATER GARDEN
FORM OF LETTER OF CREDIT
BENEFICIARY:
WATER GARDEN REALTY HOLDING LLC
1620 26TH STREET, SUITE 1015N
SANTA MONICA, CA 90404
AS "LANDLORD"
APPLICANT:
CORNERSTONE ONDEMAND, INC.
1601 CLOVERFIELD BLVD., SUITE 620
SANTA MONICA, CA 90404
AS "TENANT"
AMOUNT: US$1,000,000.00 ONE MILLION AND NO/100 US DOLLARS)
EXPIRATION DATE:
(TBD - ONE YEAR FROM L/C ISSUANCE)
LOCATION: SANTA CLARA, CALIFORNIA
LADIES AND GENTLEMEN:
WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO.
SVBSF
IN FAVOR OF WATER GARDEN REALTY HOLDING LLC, A DELAWARE LIMITED
LIABILITY COMPANY ("BENEFICIARY"). THIS LETTER OF CREDIT IS AVAILABLE BY SIGHT
PAYMENT WITH OURSELVES ONLY AGAINST PRESENTATION AT THE BANK'S OFFICE (AS
DEFINED BELOW) OF THE FOLLOWING DOCUMENTS:
1. THE ORIGINAL OF THIS LETTER OF CREDIT AND ALL AMENDMENT(S), IF ANY EXCEPT
WITH RESPECT TO DEMANDS FOR PAYMENT BY FACSIMILE TRANSMISSION IN ACCORDANCE WITH
THE TERMS BELOW.
2. YOUR SIGHT DRAFT, IN WHOLE OR IN PART DRAWN ON US IN THE FORM ATTACHED
HERETO AS EXHIBIT "A".
3. A DATED STATEMENT PURPORTEDLY SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE
BENEFICIARY, FOLLOWED BY HIS/HER PRINTED NAME AND DESIGNATED TITLE, STATING ANY
OF THE FOLLOWING WITH INSTRUCTIONS IN BRACKETS THEREIN COMPLIED WITH:
(A.)
"BENEFICIARY IS ENTITLED TO MAKE A DRAW ON LETTER OF CREDIT NO.
SVBSF00
IN THE AMOUNT OF $
UNDER THE PROVISIONS OF THE
LEASE DATED AS OF
, 2011 BETWEEN WATER GARDEN REALTY HOLDING LLC AND
TENANT WITH RESPECT TO PREMISES IN THE BUILDING LOCATED AT 1601 CLOVERFIELD
BOULEVARD, SANTA MONICA, CALIFORNIA (THE "LEASE") AND THAT (1) A DEFAULT BY
TENANT HAS OCCURRED UNDER
THE WATER GARDEN
Cornerstone OnDemand, Inc.
G-1
THE LEASE BEYOND APPLICABLE NOTICE AND CURE PERIODS, OR IN LIEU OF ITEM
(1) ABOVE, (2) A DEFAULT WOULD EXIST UNDER THE LEASE BUT LANDLORD IS BARRED BY
APPLICABLE LAW FROM SENDING A NOTICE OF DEFAULT TO TENANT WITH RESPECT THERETO."
OR
(B.) "BENEFICIARY HAS RECEIVED A NOTICE FROM SILICON VALLEY BANK THAT ITS
IRREVOCABLE LETTER OF CREDIT NUMBER SVBSF
WILL NOT BE EXTENDED AND
APPLICANT HAS FAILED TO PROVIDE A REPLACEMENT LETTER OF CREDIT SATISFACTORY TO
BENEFICIARY WITHIN THIRTY (30) DAYS PRIOR TO THE CURRENT EXPIRATION DATE."
THE LEASE MENTIONED ABOVE IS FOR IDENTIFICATION PURPOSES ONLY AND IT IS NOT
INTENDED THAT SAID LEASE BE INCORPORATED HEREIN OR FORM PART OF THIS LETTER OF
CREDIT.
PARTIAL AND MULTIPLE DRAWINGS ARE ALLOWED.
SUBJECT TO THE PROVISIONS BELOW PERMITTING FACSIMILE TRANSMISSION. THIS LETTER
OF CREDIT MUST ACCOMPANY ANY DRAWINGS HEREUNDER FOR ENDORSEMENT OF THE DRAWING
AMOUNT AND WILL BE RETURNED TO BENEFICIARY UNLESS IT IS