THERE EXISTS AN UNCURED EVENT OF DEFAULT UNDER THE LEASE
AGREEMENT (AS SUCH TERM IS DEFINED IN THE LETTER OF CREDIT) AND THE APPLICABLE
CURE PERIOD HAS ELAPSED SINCE DELIVERY OF SUCH NOTICE TO THE APPLICANT, OR
(II) THE APPLICANT HAS FAILED TO DELIVER TO LANDLORD A REPLACEMENT LETTER OF
CREDIT IN ACCORDANCE WITH THE TERMS OF THE LEASE AGREEMENT; AND
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(B) BY VIRTUE OF SUCH DEFAULT UNDER THE LEASE AGREEMENT, THE BENEFICIARY IS
ENTITLED TO DRAW $
UNDER THIS LETTER OF CREDIT IN ACCORDANCE WITH
THE TERMS OF THE LEASE AGREEMENT.
PRESENTATION MAY BE MADE IN PERSON OR VIA NATIONALLY RECOGNIZED OVERNIGHT
COURIER TO THE ATTENTION OF EITHER BEN SZWALBENEST OR KEVIN DARMODY AT CUSTODIAL
TRUST COMPANY, 101 CARNEGIE CENTER, PRINCETON, NEW JERSEY 08540. UPON HONORING
SIGHT DRAFTS, OUR OBLIGATIONS UNDER THIS LETTER OF CREDIT TO EITHER BENEFICIARY
HEREUNDER, AND TO BOTH OF THEM, SHALL BE DISCHARGED IN FULL TO THE EXTENT OF THE
AMOUNT DRAWN UNDER ALL SUCH DRAFTS.
THE AMOUNT OF YOUR DRAFT DRAWN HEREUNDER MUST BEAR ON ON ITS FACE THE MENTION:
"DRAWN UNDER CUSTODIAL TRUST COMPANY IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER
00037." PARTIAL AND MULTIPLE DRAWINGS ARE PERMITTED UNDER THIS CREDIT AND MAY
INCLUDE A COMPLETE DRAW OF THE FULL AMOUNT OF THE LETTER OF CREDIT UPON AN
UNCURED EVENT OF DEFAULT UNDER THE LEASE AGREEMENT.
WE HEREBY AGREE WITH THE DRAWERS, ENDORSERS AND BONA FIDE HOLDERS OF YOUR DRAFT
DRAWN UNDER AND IN COMPLIANCE WITH THE TERMS OF THIS LETTER OF CREDIT, THAT SUCH
DRAFT WILL BE DULY HONORED UPON PRESENTATION TO THE DRAWEE WITHOUT INQUIRY AS TO
THE ACCURACY OF ANY STATEMENT AND REGARDLESS OF WHETHER APPLICANT OR ANYONE ELSE
DISPUTES THE CONTENTS OF SUCH STATEMENT WHICH ACCOMPANIES SUCH DRAFT.
THIS LETTER OF CREDIT SHALL BE ASSIGNABLE OR TRANSFERABLE BY THE BENEFICIARY TO
ITS MORTGAGEE, LASALLE BANK, NATIONAL ASSOCIATION, ITS SUCCESSORS AND/OR ASSIGNS
AS MORTGAGEE, INCLUDING ANY SPECIAL PURPOSE SECURITIZATION VEHICLE.
THIS LETTER OF CREDIT IS GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
PROVISIONS OF ARTICLE 5 OF THE NEW YORK UNIFORM COMMERCIAL CODE AND IS FURTHER
SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993
REVISION), INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 500.
VERY TRULY YOURS,
CUSTODIAL TRUST COMPANY
BEN J. SZWALBENEST
PRESIDENT
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EXHIBIT H
TERRELL GUARANTY
LIMITED GUARANTY AGREEMENT
FROM:
PATRICK TERRELL ("Guarantor")
AND:
WOODRIDGE HOLDINGS, LLC AND BIG T INVESTMENTS, LLC ("Landlord")
TO:
DECODE CHEMISTRY, INC. ("Tenant")
Guarantor is the manager of Woodridge Holding LLC, a co-tenant with Big T
Investments, LLC. Tenant and Landlord have entered into that certain Lease
Agreement between Tenant and Landlord dated as of June 8, 2007 (the "Lease").
Section 24 of the Lease provides for the delivery of a Letter of Credit by
Tenant (the "Letter of Credit") as additional security for the performance of
Tenant's obligations under the lease. Upon the occurrence of an Event of Default
under the terms of the Lease, Landlord has the right to draw the entire balance
of the Letter