Common use of Letter of Credit Security Deposit Clause in Contracts

Letter of Credit Security Deposit. Contemporaneously with the execution of this Lease, Tenant shall provide to Landlord a security deposit in immediately available funds in the amount of $759,703.00 (the “Interim Security Deposit”), which Interim Security Deposit shall be governed by the terms of this Section 6 applicable to the Security Deposit (defined below). Tenant shall be required to replace the Interim Security Deposit with a Letter of Credit (as defined in the Basic Lease Information) in accordance with the terms of Exhibit J no later than sixty (60) days from the date of this Lease, and upon delivery to Landlord of such Letter of Credit, Landlord shall return promptly to Tenant the Interim Security Deposit in the manner set forth below. Any time after the first day of the 66th month of the Lease Term, provided that there is no Event of Default by Tenant under the Lease, Tenant may elect to replace the Letter of Credit with a Security Deposit in the amount of $80,181.50 (the “Security Deposit”). Contemporaneously with written notice by Tenant of such election, Tenant shall pay to Landlord the Security Deposit, which shall be held by Landlord to secure Tenant’s performance of its obligations under this Lease. Upon such payment, Landlord shall return the Letter of Credit to Tenant, and Tenant shall have no further obligation to provide a Letter of Credit. The Security Deposit is not an advance payment of Rent or a measure or limit of Landlord’s damages upon an Event of Default (as defined in Section 17). Landlord may, at Landlord’s discretion, from time to time following an Event of Default and without prejudice to any other remedy, use all or a part of the Security Deposit to perform any obligation Tenant fails to perform hereunder or in connection with Landlord’s remedies under this Lease. Following any such application of the cash Security Deposit, Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. Subject to the requirements of, and conditions imposed by, Laws applicable to security deposits under commercial leases, Landlord shall, within the time required by applicable Law, return to Tenant the portion of the Security Deposit remaining after deducting all damages, charges and other amounts permitted by Law. Landlord and Tenant agree that such deductions shall include, without limitation, all damages and losses that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any Event of Default by Tenant. Unless required otherwise by applicable Law, the Security Deposit may be commingled with other funds, and no interest shall be paid thereon. If Landlord transfers its interest in the Premises, Landlord shall assign the Security Deposit to the transferee and, upon the actual transfer of the Security Deposit (and the delivery to Tenant of an acknowledgement of the transferee’s responsibility for the Security Deposit if required by Law), Landlord thereafter shall have no further liability for the return of the Security Deposit. The amount of the Security Deposit is not a limitation on the liability of Tenant under the Lease.

Letter of Credit Security Deposit. Contemporaneously with the Within ten (10) business days following Landlord’s and Tenant’s execution and delivery of this Lease, Tenant shall provide deliver to Landlord a security deposit standby, unconditional, irrevocable letter of credit in immediately available funds the substantially the same form as attached hereto as Exhibit E (the “Letter of Credit”) in the amount of Three Million Five Hundred Thousand Dollars ($759,703.00 (the “Interim Security Deposit”3,500,000.00), which Interim Security Deposit shall be governed naming Landlord as beneficiary, issued by a national banking association reasonably approved by Landlord within five (5) business days, permitting draws thereon, as security for the terms full performance by Tenant of this Section 6 applicable to its obligations hereunder. Silicon Valley Bank is hereby approved by Landlord if selected by Tenant as the Security Deposit (defined below)issuing bank. Tenant shall be required to replace the Interim Security Deposit with a Letter of Credit (as defined in the Basic Lease Information) in accordance with the terms of Exhibit J no later than sixty (60) days from the date of this Lease, and upon delivery to Landlord The term of such Letter of Credit, Landlord or any extension thereof or any replacement letter of credit, shall return promptly to Tenant the Interim Security Deposit in the manner set forth belowbe for a period of not less than one year and shall be renewed annually. Any time after the first day of the 66th month of the Lease Term, provided that there is no Event of Default by Tenant under the Lease, Tenant may elect to replace If the Letter of Credit with is not renewed within thirty (30) days prior to its expiration date and a Security Deposit in replacement Letter of Credit has not been provided to Landlord by such date, the amount Landlord may draw entire the Letter of $80,181.50 Credit and hold the proceeds thereof as a cash security deposit (the “Security Deposit”)) pursuant to the terms and provisions of this Lease. Contemporaneously with written notice by Tenant of such electionIn the event Landlord transfers or assigns this Lease, Tenant shall cause the Letter of Credit to be reissued in the name of Landlord’s transferee or assignee and Tenant shall pay the first transfer fee in connection with any such assignment and Landlord shall pay all subsequent transfer fees. In the event of default by Tenant under the Lease and after the expiration of any applicable notice and cure period, if any, Landlord, at its option and in addition to any other rights or remedies Landlord may have, may immediately draw all or a portion of the Security Depositamount of the Letter of Credit. The sums obtained by Landlord from the Letter of Credit may be used by the Landlord to: (i) cure the default by Tenant including, which but not limited to, for the payment of Base Rent, Additional Rent, late fees, interest, fees and expenses; (ii) to reimburse Landlord for the costs and expenses incurred by Landlord in connection with this Lease, including but not limited to, broker commissions and fees and the Tenant Allowance in the Work Letter; and (iii) reimburse Landlord for the reasonable direct costs of Landlord in drawing any amount under any Letter of Credit. In no event may Tenant require Landlord to draw and apply such Letter of Credit or any portion thereof for Base Rent, Additional Rent or other charges past due or to accrue under the Lease. The balance of the sums obtained from the Letter of Credit after curing of Tenant’s default, if any, shall be held by Landlord to secure Tenant’s performance as a Security Deposit until Tenant provides a replacement Letter of its obligations under this Lease. Upon such paymentCredit, in which event the monies held by Landlord shall return be returned to Tenant within thirty (30) days. Notwithstanding the foregoing, if Tenant is not then in default under the provisions of this Lease beyond applicable notice and cure periods (or as soon thereafter as all such defaults are cured), on the last day of the first (1st) year of the Lease and each year thereafter, the Letter of Credit shall be reduced by ten percent (10%) per year. If Tenant exercises the Partial Premises Termination Right, the Lease Termination Right as to Tenantonly a portion of the Premises or an Option to Extend as to only a portion of the Premises, the amount of the Letter of Credit shall be reduced proportionately. In the event that Tenant complies with terms and conditions set forth in this Section 3.2, then effective as of the date of the applicable date of reduction, Tenant shall have no the right to reduce the Letter of Credit amount as set forth above via the delivery to Landlord of either (x) an amendment to the existing Letter of Credit (in form and content reasonably acceptable to Landlord in accordance with this Section 3.2) modifying the Letter of Credit amount to the amount then required under this Section 3.2, or (y) an entirely new Letter of Credit (in the form and content otherwise required in this Section 3.2) in the total Letter of Credit amount then required under this Section 3.2. Any reduction in the Letter of Credit amount shall be accomplished by Tenant providing Landlord, at Tenant’s expense, with a substitute Letter of Credit or an amendment to the existing Letter of Credit in the reduced amount and otherwise in accordance with the terms and conditions of this Section 3.2. Landlord agrees to execute any documents reasonably requested by the issuer of the Letter of Credit (provided such documents are factually accurate and provided further that the subject reduction is permitted under the terms of this Section 3.02) within ten (10) business days after receipt of written request from Tenant or such issuer in order to accomplish such reductions and Landlord’s failure to timely execute and deliver such documents shall be a default under this Lease upon the expiration of five (5) business days’ notice from Tenant that Landlord has failed to perform such obligation (the “L-C Return Default”). Upon any such L-C Return Default, Landlord shall be liable to provide Tenant for a late delivery fee equal to $250 per day that such L-C Return Default continues. In the event Landlord holds a Security Deposit as a result of the drawing on the Letter of Credit. The , such Security Deposit is not an advance payment shall be security for the full performance by Tenant of Rent or a measure or limit of Landlord’s damages upon an Event of Default (as defined in Section 17)its obligations hereunder. If Tenant defaults under any provision hereof beyond applicable notice and cure periods, Landlord mayshall be entitled, at Landlord’s discretionits option, from time to time following an Event of Default and without prejudice to any other remedy, use apply or retain all or a any part of the Security Deposit for the payment of any Base Rent, Additional Rent, other sum owing by Tenant to perform Landlord, or any obligation Tenant fails amount which Landlord may become obligated to perform hereunder spend because of Tenant’s default, or in connection with Landlordto compensate Landlord for any loss or damage which Landlord may suffer because of Tenant’s remedies under this Leasedefault. Following If any such application portion of the cash Security DepositDeposit is so used or applied, Tenant shall pay to shall, within ten (10) business days after written demand therefor, deposit cash with Landlord on demand the in an amount so applied in order sufficient to restore the Security Deposit to its original full amount. Subject Tenant’s failure to the requirements of, and conditions imposed by, Laws applicable do so shall be a material default under this Lease. Landlord shall not be required to security deposits under commercial leases, Landlord shall, within the time required by applicable Law, return to Tenant the portion of keep the Security Deposit remaining after deducting all damages, charges and separate from its other amounts permitted by Law. Landlord and Tenant agree that such deductions shall include, without limitation, all damages and losses that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any Event of Default by Tenant. Unless required otherwise by applicable Law, the Security Deposit may be commingled with other funds, accounts and no interest shall be paid thereon. If Landlord transfers its interest in the Premises, Landlord shall assign the Security Deposit trust relationship is created with respect to the transferee and, upon the actual transfer of the Security Deposit (and the delivery to Tenant of an acknowledgement of the transferee’s responsibility for the Security Deposit if required by Law), Landlord thereafter shall have no further liability for the return of the Security Deposit. The amount Tenant shall not be entitled to interest on the Security Deposit. If Tenant fully performs every provision of this Lease to be performed by it, the Letter of Credit and Security Deposit or any balance thereof shall be returned to Tenant within thirty (30) days following the expiration of the term of this Lease or any period of holding over. Landlord’s rights with respect to the Security Deposit is and Letter of Credit shall be in addition to and shall not a limitation on the liability preclude concurrent, alternative or successive exercises of Tenant under the Leaseany other rights or remedies available to Landlord.

Letter of Credit Security Deposit. Contemporaneously Tenant shall deposit with Landlord on the execution signing of this Lease a “clean,” unconditional, irrevocable and transferable letter of credit (the “Letter of Credit”), substantially in the form attached hereto as Exhibit J, in the amount of Two Million Ninety-Four Thousand Five Hundred Twenty-Eight and No/100 Dollars ($2,094,528.00), satisfactory to Landlord, issued by and drawn on a bank reasonably satisfactory to Landlord (it being agreed that as of the date hereof Silicon Valley Bank is hereby deemed satisfactory to Landlord), for the account of Landlord, for a term of not less than one (1) year, as security for the faithful performance and observance by Tenant of the terms, covenants, conditions and provisions of this Lease, Tenant shall provide including the surrender of possession of the Premises to Landlord a security deposit in immediately available funds in the amount of $759,703.00 (the “Interim Security Deposit”), which Interim Security Deposit shall be governed by the terms of this Section 6 applicable to the Security Deposit (defined below)as herein provided. Tenant shall be required to replace the Interim Security Deposit with a The Letter of Credit shall either (as defined in the Basic Lease Informationx) in accordance with the terms of Exhibit J no later than expire sixty (60) days from after the Expiration Date (the “LC Date”) or (y) be automatically self-renewing until the LC Date. For the avoidance of doubt, if the Term is extended by reason of amendment or any other reason, Tenant shall be obligated to continue to provide to Landlord and maintain for Landlord’s benefit the Letter of Credit until the date which is sixty (60) days after any such extended Expiration Date (which later date will be the LC Date once such amendment is entered into). The Letter of this Lease, Credit and upon delivery to Landlord any replacement Letter of Credit shall state that drafts drawn under and in compliance with the terms of such Letter of CreditCredit will be duly honored upon presentation to the issuing bank in person or by courier at its office location in the City, County and State of New York; provided, however, that Landlord shall return promptly to Tenant the Interim Security Deposit in the manner set forth below. Any time after the first day of the 66th month of the Lease Term, provided agree that there is no Event of Default by Tenant under the Lease, Tenant may elect to replace the a Letter of Credit with a Security Deposit in the amount of $80,181.50 (the “Security Deposit”). Contemporaneously with written notice by Tenant of such election, Tenant shall pay to Landlord the Security Deposit, which shall be held by Landlord to secure Tenant’s performance of its obligations under this Lease. Upon such payment, Landlord shall return the or any replacement Letter of Credit that does not provide for presentation as aforesaid is acceptable (provided that the other conditions hereof are satisfied) so long as (a) the issuing bank is licensed to Tenantdo business in the State of New York, (b) the issuing bank is subject to the jurisdiction of the courts sitting in the State of New York, and Tenant shall have no further obligation to provide a (c) such Letter of Credit. The Security Deposit is not an advance payment Credit allows for presentation by facsimile or other electronic means without the need to present or deliver the original Letter of Rent or a measure or limit of Landlord’s damages upon an Event of Default (as defined in Section 17). Landlord may, at Landlord’s discretion, from time to time following an Event of Default and without prejudice to any other remedy, use all or a part of the Security Deposit to perform any obligation Tenant fails to perform hereunder or in connection with Landlord’s remedies under this Lease. Following any such application of the cash Security Deposit, Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. Subject to the requirements of, and conditions imposed by, Laws applicable to security deposits under commercial leases, Landlord shall, within the time required by applicable Law, return to Tenant the portion of the Security Deposit remaining after deducting all damages, charges and other amounts permitted by Law. Landlord and Tenant agree that such deductions shall include, without limitation, all damages and losses that Landlord has suffered or that Landlord reasonably estimates that it will suffer Credit as a result of any Event of Default by Tenant. Unless required otherwise by applicable Law, the Security Deposit may be commingled with other funds, and no interest shall be paid thereon. If Landlord transfers its interest in the Premises, Landlord shall assign the Security Deposit condition precedent to the transferee and, drawing upon the actual transfer of the Security Deposit (and the delivery to Tenant of an acknowledgement of the transferee’s responsibility for the Security Deposit if required by Law), Landlord thereafter shall have no further liability for the return of the Security Deposit. The amount of the Security Deposit is not a limitation on the liability of Tenant under the Leasesame.

Letter of Credit Security Deposit. Contemporaneously with Any such LOC shall be issued by an LOC Bank (as hereinafter defined) selected by Subtenant and reasonably acceptable to Sublandlord. An LOC Bank is a bank that accepts deposits, maintains accounts, has an office in the execution City of this LeaseMountain View, Tenant California that will negotiate a letter of credit, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Subtenant represents and warrants that, at the time of issuance of any LOC hereunder by Xxxxx Fargo Bank, such bank shall be an LOC Bank. Accordingly, Sublandlord hereby acknowledges and agrees that Xxxxx Fargo Bank is an acceptable LOC Bank. Subtenant shall pay all expenses, points or fees incurred to obtain the LOC. The LOC shall provide that drafts will be honored on sight if accompanied by a statement signed by Sublandlord asserting either (i) that Subtenant is in default, beyond applicable notice and cure periods, under this Sublease or that Subtenant is in default under this Sublease and is not entitled to Landlord a security deposit in immediately available funds in notice and/or cure period for the amount of $759,703.00 (applicable default, and that Sublandlord is entitled to draw upon the “Interim Security Deposit”), which Interim Security Deposit shall be governed by LOC pursuant to the terms of this Section 6 applicable Sublease, or (ii) Subtenant failed to renew or replace the LOC at least thirty (30) days prior, to its expiration date. The LOC shall provide that it is freely transferable by Sublandlord, without charge and without recourse, to the Security Deposit (defined below)assignee or transferee of Sublandlord’s interest in the Demised Premises, and that the LOC Bank will confirm the same to Sublandlord and such assignee or transferee upon request. Tenant The LOC shall be required automatically renewable on an annual basis, subject to replace the Interim Security Deposit with a Letter reduction provisions of Credit the last sentence of Section 12(a) above, during the Term and for thirty (as defined in the Basic Lease Information) in accordance with the terms of Exhibit J no later than sixty (6030) days from following the date expiration or earlier termination of this LeaseSublease. If Subtenant fails to renew or replace any LOC at least thirty (30) days prior to its expiration, and upon delivery to Landlord of such Letter of Credit, Landlord shall return promptly to Tenant the Interim Security Deposit in the manner set forth below. Any time after the first day of the 66th month of the Lease Term, provided that there is no Event of Default by Tenant under the Lease, Tenant may elect to replace the Letter of Credit with a Security Deposit in the amount of $80,181.50 (the “Security Deposit”). Contemporaneously with written notice by Tenant of such election, Tenant shall pay to Landlord the Security Deposit, which shall be held by Landlord to secure Tenant’s performance of its obligations under this Lease. Upon such payment, Landlord shall return the Letter of Credit to Tenant, and Tenant shall have no further obligation to provide a Letter of Credit. The Security Deposit is not an advance payment of Rent or a measure or limit of Landlord’s damages upon an Event of Default (as defined in Section 17). Landlord Sublandlord may, at Landlord’s discretion, from time to time following an Event of Default and without prejudice to any other remedyremedy it has and upon ten (10) days’ written notice to Subtenant, use draw on all or a part of the Security Deposit to perform any obligation Tenant fails to perform hereunder or in connection with Landlord’s remedies under this Lease. Following any LOC and such application of the drawn amount shall be held as a cash Security Deposit, Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. Subject to the requirements of, and conditions imposed by, Laws applicable to security deposits under commercial leases, Landlord shall, within the time required by applicable Law, return to Tenant the portion of the Security Deposit remaining after deducting all damages, charges and other amounts permitted by Law. Landlord and Tenant agree that such deductions shall include, without limitation, all damages and losses that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any Event of Default by Tenant. Unless required otherwise by applicable Law, the Security Deposit may be commingled with other funds, and no interest shall be paid thereon. If Landlord transfers its interest in the Premises, Landlord shall assign the Security Deposit to the transferee and, upon the actual transfer of the Security Deposit (and the delivery to Tenant of an acknowledgement of the transferee’s responsibility for the Security Deposit if required by Law), Landlord thereafter shall have no further liability for the return of the Security Deposit. The amount of the Security Deposit is not a limitation on the liability of Tenant under the Lease.

Letter of Credit Security Deposit. Contemporaneously with In addition to the execution foregoing, the Letter of this LeaseCredit Security Deposit portion of the Security Deposit may be in the form of an irrevocable letter of credit (the “Letter of Credit”), Tenant shall provide to Landlord a security deposit in immediately available funds which Letter of Credit shall: (a) be in the amount of $759,703.00 60,000.00; (b) be issued on the “Interim Security Deposit”)form attached hereto as Exhibit H; (c) name Landlord as its beneficiary; and (d) be drawn on an FDIC insured financial institution satisfactory to the Landlord. The Letter of Credit (and any renewals or replacements thereof) shall be for a term of not less than 1 year. Tenant agrees that it shall from time to time, as necessary, whether as a result of a draw on the Letter of Credit by Landlord pursuant to the terms hereof or as a result of the expiration of the Letter of Credit then in effect, renew or replace the original and any subsequent Letter of Credit so that a Letter of Credit, in the amount required hereunder, is in effect until a date which Interim is at least 60 days after the Termination Date of the Lease. If Tenant fails to furnish such renewal or replacement at least 60 days prior to the stated expiration date of the Letter of Credit then held by Landlord, Landlord may draw upon such Letter of Credit and hold the proceeds thereof (and such proceeds need not be segregated) as a Security Deposit shall be governed by pursuant to the terms of this Section 6 applicable to 6. Any renewal or replacement of the Security Deposit (defined below). Tenant shall be required to replace the Interim Security Deposit with a original or any subsequent Letter of Credit (shall meet the requirements for the original Letter of Credit as defined set forth above, except that such replacement or renewal shall be issued by an FDIC insured financial institution satisfactory to the Landlord at the time of the issuance thereof. If Landlord draws on the Letter of Credit as permitted in this Lease or the Basic Lease Information) in accordance with the terms of Exhibit J no later than sixty (60) days from the date of this Lease, and upon delivery to Landlord of such Letter of Credit, Landlord shall return promptly to Tenant the Interim Security Deposit in the manner set forth below. Any time after the first day then, upon demand of the 66th month of the Lease Term, provided that there is no Event of Default by Tenant under the Lease, Tenant may elect to replace the Letter of Credit with a Security Deposit in the amount of $80,181.50 (the “Security Deposit”). Contemporaneously with written notice by Tenant of such electionLandlord, Tenant shall pay to Landlord restore the Security Deposit, which shall be held by Landlord to secure Tenant’s performance of its obligations amount available under this Lease. Upon such payment, Landlord shall return the Letter of Credit to Tenantits original amount by providing Landlord with an amendment to the Letter of Credit evidencing that the amount available under the Letter of Credit has been restored to its original amount. In the alternative, Tenant may provide Landlord with cash, to be held by Landlord in accordance with this Section, equal to the restoration amount required under the Letter of Credit. Subject to the remaining terms of this Section 6, and provided Tenant has timely paid all Rent due under this Lease during the 12 month period immediately preceding the effective date of any reduction of the Letter of Credit Security Deposit, Tenant shall have the right to reduce the amount of the Security Deposit (i.e., the Letter of Credit) so that the reduced Letter of Credit amounts will be as follows: (i) $48,000.00 effective as of the first anniversary of the Commencement Date; (ii) $36,000.00 effective as of the second anniversary of the Commencement Date; (iii) $24,000.00 effective as of third anniversary of the Commencement Date; (iv) $12,000.00 effective as of the fourth anniversary of the Commencement Date and (v) $0.00 effective as of the fifth anniversary of the Commencement Date. If Tenant is not entitled to reduce the Letter of Credit Security Deposit as of a particular reduction effective date due to Tenant’s failure to timely pay all Rent during the 12 months prior to that particular reduction effective date, then any subsequent reduction(s) Tenant is entitled to hereunder shall be reduced by the amount of the reduction Tenant would have been entitled to had Tenant timely paid all Rent during the 12 months prior to that particular earlier reduction effective date. Notwithstanding anything to the contrary contained herein, if Tenant has been in default under this Lease at any time prior to the effective date of any reduction of the Letter of Credit Security Deposit and Tenant has failed to cure such default within any applicable cure period, then Tenant shall have no further obligation right to provide a Letter of Credit. The Security Deposit is not an advance payment of Rent or a measure or limit of Landlord’s damages upon an Event of Default (as defined in Section 17). Landlord may, at Landlord’s discretion, from time to time following an Event of Default and without prejudice to any other remedy, use all or a part of reduce the Security Deposit to perform any obligation Tenant fails to perform hereunder or in connection with Landlord’s remedies under this Lease. Following any such application of the cash Security Deposit, Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. Subject to the requirements of, and conditions imposed by, Laws applicable to security deposits under commercial leases, Landlord shall, within the time required by applicable Law, return to Tenant the portion of the Security Deposit remaining after deducting all damages, charges and other amounts permitted by Law. Landlord and Tenant agree that such deductions shall include, without limitation, all damages and losses that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any Event of Default by Tenant. Unless required otherwise by applicable Law, the Security Deposit may be commingled with other funds, and no interest shall be paid thereon. If Landlord transfers its interest in the Premises, Landlord shall assign the Security Deposit to the transferee and, upon the actual transfer of the Security Deposit (and the delivery to Tenant of an acknowledgement of the transferee’s responsibility for the Security Deposit if required by Law), Landlord thereafter shall have no further liability for the return of the Security Deposit. The amount of the Letter of Credit Security Deposit is not as described herein. Any reduction in the Letter of Credit shall be accomplished by Tenant providing Landlord with a limitation on substitute letter of credit in the liability of Tenant under the Leasereduced amount.

Letter of Credit Security Deposit. Contemporaneously with the 30.20.1. Within ten (10) days following Tenant's execution of this Lease, Tenant shall provide to deposit with Landlord a security deposit in immediately available funds an irrevocable, unconditional sight draft letter of credit in the amount of $759,703.00 306,965.00, in the form attached hereto as Exhibit "F" and issued by a banking institution reasonably acceptable to Landlord (the “Interim Security Deposit”), which Interim Security Deposit shall be governed by the terms "Letter of this Section 6 applicable to the Security Deposit (defined belowCredit"). Tenant Landlord shall be required to replace hold the Interim Security Deposit with a Letter of Credit (as defined in security for the Basic Lease Information) in accordance with the terms full performance by Tenant of Exhibit J no later than sixty (60) days from the date all terms, covenants and conditions of this Lease. Upon the occurrence of an Event of Default, and Landlord may draw upon delivery the Letter of Credit in an amount or amounts sufficient in Landlord's reasonable judgment to cure said Event of Default. It is understood that the proceeds of the Letter of Credit are not to be considered as the last rental due under this Lease. If at any time during the Term of this Lease Landlord draws against the Letter of Credit in whole or in part in order to cure an Event of Default, Tenant shall within ten (10) days after demand by Landlord tender to Landlord a replacement Letter of such Credit in the full amount required hereunder (Tenant's failure to timely do so shall be deemed a failure by Tenant to pay Rent for purposes of Section 17.1, above). Each Letter of Credit delivered hereunder shall be subject to the same provisions of this Lease as apply to a cash security deposit. The Letter of Credit shall have an expiration date which is not less than one year from its delivery date. If the Term is then continuing, Tenant shall annually deliver to Landlord a replacement Letter of Credit at least twenty (20) business days prior to the expiration of the Letter of Credit then being held by Landlord hereunder. If Tenant shall fail to timely deliver a replacement Letter of Credit, then Landlord shall return promptly be entitled to Tenant the Interim Security Deposit in the manner set forth below. Any time after the first day of the 66th month of the Lease Term, provided that there is no Event of Default by Tenant draw immediately under the Lease, Tenant may elect to replace the Letter of Credit with in Landlord's possession, without being required to give notice or provide a Security Deposit in the amount of $80,181.50 (the “Security Deposit”). Contemporaneously with written notice by Tenant of such election, Tenant shall pay to Landlord the Security Deposit, which shall be held by Landlord to secure Tenant’s performance of its obligations under this Lease. Upon such payment, Landlord shall return the Letter of Credit grace period to Tenant, and Tenant shall have no further obligation to provide a Letter of Credit. The Security Deposit is not an advance payment of Rent or a measure or limit of Landlord’s damages upon an Event of Default (as defined in Section 17). Landlord may, at Landlord’s discretion, from time to time following an Event of Default and without prejudice to any other remedy, use all or a part of hold the Security Deposit to perform any obligation Tenant fails to perform hereunder or in connection with Landlord’s remedies under this Lease. Following any such application of the cash Security Deposit, Tenant shall pay to Landlord on demand the amount funds so applied in order to restore the Security Deposit to its original amount. Subject to the requirements of, and conditions imposed by, Laws applicable to security deposits under commercial leases, Landlord shall, within the time required by applicable Law, return to Tenant the portion of the Security Deposit remaining after deducting all damages, charges and other amounts permitted by Law. Landlord and Tenant agree that such deductions shall include, without limitation, all damages and losses that Landlord has suffered or that Landlord reasonably estimates that it will suffer drawn as a result of any Event of Default by Tenant. Unless required otherwise by applicable Law, the Security Deposit may be commingled with other funds, and no interest shall be paid thereon. If Landlord transfers its interest in the Premises, Landlord shall assign the Security Deposit to the transferee and, upon the actual transfer of the Security Deposit (and the delivery to Tenant of an acknowledgement of the transferee’s responsibility for the Security Deposit if required by Law), Landlord thereafter shall have no further liability for the return of the Security Deposit. The amount of the Security Deposit is not a limitation on the liability of Tenant under the Leasecash security deposit.

Letter of Credit Security Deposit. Contemporaneously with Any such LOC shall be issued by an LOC Bank (as hereinafter defined) selected by Subtenant and reasonably acceptable to Sublandlord. An LOC Bank is a bank that accepts deposits, maintains accounts, has an office in the execution City of this LeaseMountain View, Tenant California that will negotiate a letter of credit, and the deposits of which are insured by the Federal Deposit Insurance Corporation. Subtenant represents and warrants that, at the time of issuance of any LOC hereunder by Xxxxx Fargo Bank, such bank shall be an LOC Bank. Accordingly, Sublandlord hereby acknowledges and agrees that Xxxxx Fargo Bank is an acceptable LOC Bank. Subtenant shall pay all expenses, points or fees incurred to obtain the LOC. The LOC shall provide that drafts will be honored on sight if accompanied by a statement signed by Sublandlord asserting either (i) that Subtenant is in default, beyond applicable notice and cure periods, under this Sublease or that Subtenant is in default under this Sublease and is not entitled to Landlord a security deposit in immediately available funds in notice and/or cure period for the amount of $759,703.00 (applicable default, and that Sublandlord is entitled to draw upon the “Interim Security Deposit”), which Interim Security Deposit shall be governed by LOC pursuant to the terms of this Section 6 applicable Sublease, or (ii) Subtenant failed to renew or replace the LOC at least thirty (30) days prior to its expiration date. The LOC shall provide that it is freely transferable by Sublandlord, without charge and without recourse, to the Security Deposit (defined below)assignee or transferee of Sublandlord’s interest in the Demised Premises, and that the LOC Bank will confirm the same to Sublandlord and such assignee or transferee upon request. Tenant The LOC shall be required automatically renewable on an annual basis, subject to replace the Interim Security Deposit with a Letter reduction provisions of Credit the last sentence of Section 12(a) above, during the Term and for thirty (as defined in the Basic Lease Information) in accordance with the terms of Exhibit J no later than sixty (6030) days from following the date expiration or earlier termination of this LeaseSublease. If Subtenant fails to renew or replace any LOC at least thirty (30) days prior to its expiration, and upon delivery to Landlord of such Letter of Credit, Landlord shall return promptly to Tenant the Interim Security Deposit in the manner set forth below. Any time after the first day of the 66th month of the Lease Term, provided that there is no Event of Default by Tenant under the Lease, Tenant may elect to replace the Letter of Credit with a Security Deposit in the amount of $80,181.50 (the “Security Deposit”). Contemporaneously with written notice by Tenant of such election, Tenant shall pay to Landlord the Security Deposit, which shall be held by Landlord to secure Tenant’s performance of its obligations under this Lease. Upon such payment, Landlord shall return the Letter of Credit to Tenant, and Tenant shall have no further obligation to provide a Letter of Credit. The Security Deposit is not an advance payment of Rent or a measure or limit of Landlord’s damages upon an Event of Default (as defined in Section 17). Landlord Sublandlord may, at Landlord’s discretion, from time to time following an Event of Default and without prejudice to any other remedyremedy it has and upon ten (10) days’ written notice to Subtenant, use draw on all or a part of the Security Deposit to perform any obligation Tenant fails to perform hereunder or in connection with Landlord’s remedies under this Lease. Following any LOC and such application of the drawn amount shall be held as a cash Security Deposit, Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. Subject to the requirements of, and conditions imposed by, Laws applicable to security deposits under commercial leases, Landlord shall, within the time required by applicable Law, return to Tenant the portion of the Security Deposit remaining after deducting all damages, charges and other amounts permitted by Law. Landlord and Tenant agree that such deductions shall include, without limitation, all damages and losses that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any Event of Default by Tenant. Unless required otherwise by applicable Law, the Security Deposit may be commingled with other funds, and no interest shall be paid thereon. If Landlord transfers its interest in the Premises, Landlord shall assign the Security Deposit to the transferee and, upon the actual transfer of the Security Deposit (and the delivery to Tenant of an acknowledgement of the transferee’s responsibility for the Security Deposit if required by Law), Landlord thereafter shall have no further liability for the return of the Security Deposit. The amount of the Security Deposit is not a limitation on the liability of Tenant under the Lease.

Letter of Credit Security Deposit. Contemporaneously with the Subtenant agrees that within five (5) business days of Subtenant’s execution of this LeaseSublease, Tenant Subtenant shall provide to Landlord deposit with Sublandlord and maintain throughout the Sublease Term as a security deposit in immediately available funds in the amount of $759,703.00 (the “Interim Security Deposit”), which Interim Security Deposit shall be governed by the terms of this Section 6 applicable to the Security Deposit (defined below). Tenant shall be required to replace the Interim Security Deposit with a Letter of Credit (as defined in the Basic Lease Information) in accordance with the terms of Exhibit J no later than sixty (60) days from the date of this Lease, and upon delivery to Landlord of such Letter of Credit, Landlord shall return promptly to Tenant the Interim Security Deposit in the manner set forth below. Any time after the first day of the 66th month of the Lease Term, provided that there is no Event of Default by Tenant under the Lease, Tenant may elect to replace the Letter of Credit with a Security Deposit in the amount of $80,181.50 (the “Security Deposit”) an irrevocable standby letter(s) of credit, totaling One Hundred Eighty-five Thousand Dollars ($185,000) in form and substance and issued by bank(s) reasonably acceptable to Sublandlord naming Sublandlord as beneficiary in the following cumulative amounts on or before the following respective dates: Date Sum of Letter(s) of Credit Deposited Upon Lease Execution $ 46,250 Six (6) Months After the Commencement Date $ 92,500 Twelve (12) Months After the Commencement Date $ 185,000 (the “Letter of Credit”). Contemporaneously with written notice The Security Deposit will secure the full and faithful performance of each and every provision of this Sublease to be performed by Tenant Subtenant. If Subtenant fails to pay rent or other charges when due under this Sublease, or to perform any of Subtenant’s obligations under this Sublease, or if Subtenant fails to renew the Letter of Credit at least thirty (30) days before its expiration, Sublandlord shall have the absolute right to draw down all or any portion of the Letter of Credit on Sublandlord’s sworn statement of any such electionfailure by Subtenant for the payment of any rent or other amount then due and unpaid, Tenant shall pay or to Landlord hold as a cash Security Deposit for the payment of any other sum for which Subtenant may become obligated, or for any loss sustained by Sublandlord as a result of Subtenant’s failure. If Sublandlord does apply the Security Deposit, which Subtenant must within ten (10) days written demand either replenish the Letter of Credit or cause a new letter of credit to be issued in the full amount of the Letter of Credit as required hereunder (in either case, less the amount of any cash security deposit held and not applied by Sublandlord). Subtenant acknowledges that Sublandlord has the right to transfer its interest in the Sublease and Subtenant agrees that in the event of any such transfer, Sublandlord shall be held by Landlord have the right to secure Tenanttransfer or assign the Sublandord’s performance of its obligations under this Lease. Upon such payment, Landlord shall return interest in the Letter of Credit to Tenantthe transferee or mortgagee. In the event of such transfer, Subtenant shall be responsible for any transfer fees imposed by the issuing bank, and Tenant Subtenant shall have no further obligation look solely to provide a such transferee or mortgagee for the return of the Letter of Credit. The Sublease Security Deposit is not an advance shall be maintained by Sublandlord and returned under the same terms and conditions as provided under Section 21.1 of the Master Lease, as incorporated pursuant to Section 9 hereof. Subtenant hereby waives the provisions of Section 1950.7 of the California Civil Code, and all other provisions of law, now or hereafter in force, which provide that Sublandlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of Rent rent, to repair damage caused by Subtenant or a measure or limit of Landlord’s damages upon an Event of Default (as defined in Section 17). Landlord to clean the Sublease Premises; it being agreed that Sublandlord may, at Landlord’s discretionin addition, from time claim those sums reasonably necessary to time following an Event of Default and without prejudice to compensate Sublandlord for any other remedyloss or damage, use all foreseeable or a part unforeseeable, caused by the act or omission of the Security Deposit to perform Subtenant or any obligation Tenant fails to perform hereunder officer, employee, agent or in connection with Landlord’s remedies under this Leaseinvitee of Subtenant. Following any such application of the cash Security DepositCornerstone OnDemand Sublease January 31, Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. Subject to the requirements of, and conditions imposed by, Laws applicable to security deposits under commercial leases, Landlord shall, within the time required by applicable Law, return to Tenant the portion of the Security Deposit remaining after deducting all damages, charges and other amounts permitted by Law. Landlord and Tenant agree that such deductions shall include, without limitation, all damages and losses that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any Event of Default by Tenant. Unless required otherwise by applicable Law, the Security Deposit may be commingled with other funds, and no interest shall be paid thereon. If Landlord transfers its interest in the Premises, Landlord shall assign the Security Deposit to the transferee and, upon the actual transfer of the Security Deposit (and the delivery to Tenant of an acknowledgement of the transferee’s responsibility for the Security Deposit if required by Law), Landlord thereafter shall have no further liability for the return of the Security Deposit. The amount of the Security Deposit is not a limitation on the liability of Tenant under the Lease.2006

Letter of Credit Security Deposit. Contemporaneously (a) Tenant shall deliver to Landlord at the time it executes this Lease, an unconditional, irrevocable, transferable letter of credit (the “Letter of Credit”), in an amount equal to the sum of Five Hundred Twenty Thousand Dollars ($520,000) (the “Base LC Amount”), plus the amount of the Tenant Allowance (i.e., Two Hundred Forty-Seven Thousand Eight Hundred Seventy-Seven Dollars ($247,877) (collectively, the “LC Amount”) and satisfying the requirements set forth below in this Paragraph 32. Tenant shall not be obligated to make a Security Deposit; however, all cash sums which Landlord may hold hereunder as a result of drawing upon the Letter of Credit shall be held as a Security Deposit and the term “Security Deposit” as used herein, refers to such sums. If Tenant fails to pay Base Rent, Additional Charges for Expenses and Taxes, or other Rent or charges due hereunder, or otherwise defaults with the execution respect to any provision of this Lease, Tenant shall provide to Landlord a security deposit in immediately available funds in the amount of $759,703.00 (the “Interim Security Deposit”), which Interim Security Deposit shall be governed by the terms of this Section 6 applicable to the Security Deposit (defined below). Tenant shall be required to replace the Interim Security Deposit with a Letter of Credit (as defined in the Basic Lease Information) in accordance with the terms of Exhibit J no later than sixty (60) days from the date of this Lease, and upon delivery to Landlord of such Letter of Credit, Landlord shall return promptly to Tenant the Interim Security Deposit in the manner set forth below. Any time after the first day of the 66th month of the Lease Term, provided that there is no Event of Default by Tenant under the Lease, Tenant may elect to replace the Letter of Credit with a Security Deposit in the amount of $80,181.50 (the “Security Deposit”). Contemporaneously with written notice by Tenant of such election, Tenant shall pay to Landlord the Security Deposit, which shall be held by Landlord to secure Tenant’s performance of its obligations under this Lease. Upon such payment, Landlord shall return the Letter of Credit to Tenant, and Tenant shall have no further obligation to provide a Letter of Credit. The Security Deposit is not an advance payment of Rent or a measure or limit of Landlord’s damages upon an Event of Default (as defined in Section 17). Landlord may, at Landlord’s discretion, from time to time following an Event of Default and without prejudice to any other remedy, use all or a part any portion of the Security Deposit for the payment of any Rent due hereunder, to pay any other sum to which Landlord may become obligated by reason of Tenant’s default, or to compensate Landlord for any loss or damages which Landlord may suffer as a result of such default (including, without limitation, amounts which Landlord may be entitled to recover pursuant to Section 1951.2 of the California Civil Code). Landlord may in its sole discretion (but shall not be required to) use the Security Deposit or any portion thereof to cure any failure by Tenant to perform any obligation Tenant fails of its obligations hereunder or to compensate Landlord for any damages Landlord incurs as a result of Tenant’s failure to perform hereunder any of its covenants or in connection with obligations hereunder, it being understood that any use of the Security Deposit shall not constitute a bar or defense to any of Landlord’s remedies under this LeaseLease or at law. Following any such application of the cash Security Deposit, Tenant Landlord shall pay have no obligation to Landlord on demand the amount so applied in order to restore segregate the Security Deposit from its general funds or to its original amount. Subject to the requirements of, and conditions imposed by, Laws applicable to security deposits under commercial leases, Landlord shall, within the time required by applicable Law, return to Tenant the portion of the Security Deposit remaining after deducting all damages, charges and other amounts permitted by Law. Landlord and Tenant agree that such deductions shall include, without limitation, all damages and losses that Landlord has suffered or that Landlord reasonably estimates that it will suffer as a result of any Event of Default by Tenant. Unless required otherwise by applicable Law, the Security Deposit may be commingled with other funds, and no pay interest shall be paid thereon. If Landlord transfers its interest in the Premises, Landlord shall assign the Security Deposit to the transferee and, upon the actual transfer of the Security Deposit (and the delivery to Tenant of an acknowledgement of the transferee’s responsibility for the Security Deposit if required by Law), Landlord thereafter shall have no further liability for the return of the Security Deposit. The amount of the Security Deposit is not a limitation on the liability of Tenant under the Lease.