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EXHIBIT C <br />IRREVOCABLE LETTER Or CREDIT <br />No. <br />Date: <br />TO: City of Orono <br />2750 Kelley Parkway <br />Orono, Minnesota 55356 <br />Dear Sir or Madam: <br />We hereby issue, for the account of and in your favor, our Irrevocable Letter <br />of Credit in the amount of S , available to you by your draft drawn on sight on the undersigned bank. <br />The draft must: <br />a) Bear the clause, "Drawn under Letter of Credit No. , dated , 2027, of <br />(Name of Bank) ', <br />b) Be accompanied by an affidavit signed by the Mayor or City Administrator of the City of Orono certifying that <br />is in default of the Development Contract with the City of Orono and that five (5) <br />business days prior written notice has been given by the City to Developer with respect to the existence of such default, and such <br />default has not been cured. <br />c) Be presented for payment at (Address of Bank), on or before 4:00 p.m. on November 30, 2 <br />This Letter of Credit shall automatically renew for successive one-year terms unless, at least forty-five (45) days prior to <br />the next annual renewal date (which shall be November 30 of each year), the Bank delivers written notice to the Orono City <br />Administrator that it intends to modify the terms of, or cancel, this Letter of Credit. Written notice is effective if sent by certified <br />mail, postage prepaid, and deposited in the U.S. Mail, at least forty-five (45) days prior to the next annual renewal date addressed <br />as follows: Orono City Administrator, Orono City Hall, 2750 Kelley Parkway, Orono, Minnesota 55356, and is actually received <br />by the City Administrator at least thirty (30) days prior to the renewal date. <br />This Letter of Credit sets forth in full our understanding which shall not in any way be modified, amended, amplified, or <br />limited by reference to any document, instrument, or agreement, whether or not referred to herein. This Letter of Credit is not <br />assignable. This is not a Notation Letter of Credit. More than one draw may be made under this Letter of Credit. <br />This Letter of Credit shall be governed by the most recent revision of the Uniform Customs and Practice for Documentary <br />Credits, International Chamber of Commerce Publication No. 600. This agreement shall he construed and interpreted under <br />Minnesota Law. <br />We hereby agree that a draft drawn under and in compliance with this Letter of Credit shall be duly honored upon <br />presentation. <br />BY: <br />Its <br />23 <br />232402vt4 <br />