own counsel fees, and one-half
(1/2) of all other expenses and fees of any such appraisal.
78
EXHIBIT "I"
FORM OF LETTER OF CREDIT
[subject to Zoran's bank's review]
IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER:
DATE:
DELIVERY BY COURIER SERVICE
BENEFICIARY:
APPLICANT:
AMOUNT:
USD
$
EXPIRY
DATE:
AT OUR COUNTERS IN
LADIES AND GENTLEMEN:
WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. __________ IN
YOUR FAVOR EFFECTIVE IMMEDIATELY, BY ORDER AND FOR THE ACCOUNT OF __________ FOR
A SUM OR SUMS NOT EXCEEDING A TOTAL OF
________________________________________________ (USD ________) AVAILABLE BY
YOUR DRAFT(S) AT SIGHT DRAWN ON US AND ACCOMPANIED BY THE FOLLOWING DOCUMENTS:
1.
THE ORIGINAL OF THIS LETTER OF CREDIT
AND ALL AMENDMENTS THERETO, IF ANY.
2.
A NOTARIZED STATEMENT FROM [INSERT
LANDLORD] AS
FOLLOWS:
"REFERENCE IS HEREBY MADE TO THAT CERTAIN LEASE (THE "LEASE") DATED
_____________, 200_ BETWEEN _________ AND ____________ AS LANDLORD (THE
"LANDLORD").
I HEREBY CERTIFY THAT I AM AN AUTHORIZED REPRESENTATIVE OF
LANDLORD OR PERMITTED TRANSFEREE AND FURTHER CERTIFY THAT:
(I)
EITHER (A) AN EVENT OF DEFAULT (AS
DEFINED IN THE LEASE) HAS OCCURRED AND REMAINS UNCURED BEYOND THE APPLICABLE
CURE PERIOD, OR (B)
HAS NOT RENEWED, REPLACED OR AMENDED THE LETTER OF CREDIT
BY NOT LATER THAN TWENTY-FIVE (25) BANKING DAYS PRIOR TO THE EXPIRATION THEREOF,
IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION _ OF THE LEASE; AND
(II)
THIS DRAWING IN THE AMOUNT OF USD
___________ (INSERT AMOUNT, NOT TO EXCEED AVAILABLE CREDIT) REPRESENTS FUNDS DUE
TO LANDLORD UNDER AND PURSUANT TO THE LEASE."
79
THIS LETTER OF CREDIT IS TRANSFERABLE IN ITS ENTIRETY (BUT NOT IN PART) TO ANY
PERSON OR ENTITY THAT SUCCEEDS LANDLORD UNDER THE LEASE [AND TO
_________________________, AS THE HOLDER OF A FIRST MORTGAGE ON THE PROPERTY TO
WHICH THE LEASE RELATES AND TO ANY PERSON OR ENTITY THAT SUCCEEDS
_________________________ AS HOLDER OF THE FIRST MORTGAGE ON SUCH PROPERTY.]
TRANSFER OF THIS LETTER OF CREDIT TO SUCH TRANSFEREE SHALL BE EFFECTED ONLY BY
PRESENTATION TO THE ISSUING BANK OF THE ORIGINAL OF THIS LETTER OF CREDIT
TOGETHER WITH AMENDMENTS, IF ANY, ACCOMPANIED BY A SIGNED AND COMPLETED TRANSFER
CERTIFICATE IN THE FORM ATTACHED HERETO AS EXHIBIT "A" AND PAYMENT OF A TRANSFER
FEE EQUAL TO _________________________.
UPON SUCH PRESENTATION, THE BANK SHALL
FORTHWITH TRANSFER THE LETTER OF CREDIT TO THE DESIGNATED TRANSFEREE, OR IF SO
REQUESTED BY SUCH TRANSFEREE, ISSUE A NEW LETTER OF CREDIT TO THE TRANSFEREE IN
THE SAME FORM AS THIS LETTER OF CREDIT.
THIS LETTER OF CREDIT MAY NOT BE
TRANSFERRED TO ANY PERSON OR ENTITY WITH WHICH U.S. PERSONS ARE PROHIBITED FROM
DOING BUSINESS UNDER U.S. FOREIGN ASSETS REGULATIONS OR OTHER APPLICABLE U.S.
LAWS AND REGULATIONS.
ADDITIONAL CONDITION:
PARTIAL DRAWINGS ARE ALLOWED.
ALL DOCUMENTS INCLUDING DRAFT(S) MUST INDICATE THE NUMBER AND DATE OF THIS
CREDIT.
EACH DRAFT PRESENTED HEREUNDER MUST BE ACCOMPANIED BY THIS ORIGINAL LETTER OF
CREDIT FOR OUR ENDORSEMENT THEREON OF THE AMOUNT OF SUCH DRAFT(S).
THE LEASE AGREEMENT MENTIONED ABOVE IS FOR IDENTIFICATION PURPOSES