LETTER OF CREDIT FACILITY AGREEMENT

Exhibit 10.7.1

Execution Copy

LETTER OF CREDIT FACILITY AGREEMENT

[Midland Mortgage Investment Corporation]

This LETTER OF CREDIT FACILITY AGREEMENT is entered into as of October 18, 2002, between Midland Mortgage Investment Corporation, a Florida corporation (the “ Company ”), and Bank of America, N.A. (the “ Bank ”).

WITNESSETH :

WHEREAS, Fannie Mae, a corporation organized under the Federal National Mortgage Association Charter Act, 12 U.S.C. § 1716 et seq. (“ Fannie Mae ”) is prepared to provide standby credit enhancement instruments pursuant to its DUS Bond Credit Enhancement Mortgage Loan Program (the “ Bond Enhancement Program ”);

WHEREAS, it is a condition to the issuance of credit enhancement instruments under the Bond Enhancement Program that a standby letter of credit (“ Construction Letter of Credit ”) be issued by a national, federally insured, financial institution in favor of Fannie Mae with respect to each credit enhancement instrument issued by Fannie Mae;

WHEREAS, the Fannie Mae Commitment issued by Fannie Mae in connection with the Bond Enhancement Program and the Construction Advance Loan Program requires that the Company pay a Forward Commitment Deposit Fee which may be posted in the form of a standby letter of credit (“ Deposit Fee Letter of Credit ”) in the amount of such fee;

WHEREAS, the Company, in its capacity as Construction Lender and Servicer under the Bond Enhancement Program, wishes to apply from time to time to Bank for the issuance of such letters of credit; and

WHEREAS, the Bank is prepared to issue such letters of credit in favor of Fannie Mae on the terms and conditions set forth herein:

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:

ARTICLE I

DEFINITIONS

1.01 Certain Defined Terms . The following terms have the following meanings:

“ Affiliate ” means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, membership interests, by contract, or otherwise.

“ Agreement ” means this Letter of Credit Facility Agreement.

“ Amendment Application ” means the Bank’s standard form of application for amendment of outstanding letters of credit that is in use at the time any such amendment of the Letter of Credit is requested by the Company.

“ Application ” means a Bank of America Letter of Credit Application attached hereto as Exhibit A .

“ Attorney Costs ” means and includes all reasonable fees and disbursements of any law firm or other external counsel, the allocated cost of internal legal services and all disbursements of internal counsel.

“ Availability Date ” means October 18, 2004, or, if the Availability Date is extended pursuant to Section 2.11 , the Availability Date as so extended.

“ Bank-Related Persons ” means the Bank, together with its Affiliates and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.

“ Bond Enhancement Facility Amount ” means the amount equal to $100,000,000 minus the L/C Obligations outstanding under the Construction Advance Loan Facility.

“ Business Day ” means any day other than (a) a Saturday or Sunday, or (b) any other day on which commercial banks in New York, New York, or Dallas, Texas are authorized or required by law to close.

“ Capital Adequacy Regulation ” means any guideline, request or directive of any central bank or other Governmental Authority, or any other law, rule or regulation, whether or not having the force of law, in each case, regarding capital adequacy of any bank or of any corporation controlling a bank.

A “ Change of Control ” shall be deemed to have occurred if (a) any person or group (within the meaning of Rule 13d-5 of the Securities and Exchange Commission as in effect on the date hereof) shall own directly or indirectly, beneficially or of record, shares representing more than 20% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of the Parents or the Company or any

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corporation directly or indirectly Controlling the Parents or the Company; or (b) a majority of the seats (other than vacant seats) on the board of directors of the Parents or the Company or any corporation directly or indirectly Controlling the Parents or the Company shall at any time be occupied by persons who were neither (i) nominated by the management of the Parents or the Company or by persons who were members of the board of directors as of the Effective Date or members elected by two thirds of such members, nor (ii) appointed by directors so nominated; provided , however , that an event described in clause (a) above shall not constitute a “Change in Control” if the acquisition of shares resulting in ownership of in excess of the 20% threshold referred to in such clause (a) shall have been approved, prior to the acquisition of such shares or the commencement by the person or group referred to in such clause (a) of a tender offer for shares of the Parents or the Company that would result, if successful, in such person or group owning in excess of such 20% threshold, by a majority of the members of the board of directors of the Parents or the Company who were either members of the board of directors as of the date of this Agreement or nominated or appointed as provided in clauses (b)(i) or (ii) above.

“ Closing Date ” means the date on which all conditions precedent set forth in Article IV are satisfied or waived by the Bank.

“ Code ” means the Internal Revenue Code of 1986, and regulations promulgated thereunder.

“ Construction Advance Loan Facility ” means the Letter of Credit Facility Agreement between the Bank and MMCF pursuant to which the Bank has agreed to issue letters of credit in favor of Fannie Mae with respect to loans to developers of multi-family residential properties under the Construction Advance Loan Program.

“ Construction Phase Financing Agreement ” means any of those certain Construction Phase Financing Agreements between the Company and Fannie Mae pursuant to which the Company agrees to cause to be issued letters of credit in favor of Fannie Mae under the Bond Enhancement Program.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and “Controlling” and “Controlled” shall have meanings correlative thereto.

“ Date of Issuance ” means, with respect to any Letter of Credit, the date of issuance of such Letter of Credit.

“ Default ” means any event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured or otherwise remedied during any applicable notice or cure period) constitute an Event of Default.

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“ Detroit Pension Fund ” means the Policemen & Firemen Retirement System of the City of Detroit.

“ Dollars ”, “ dollars ” and “ $ ” each mean lawful money of the United States.

“ Event of Default ” means any of the events or circumstances specified in Section 7.01 .

“ Expiry Date ” means the last day a drawing may be made under a Letter of Credit, which such date shall be approved by Fannie Mae but in no event shall be later than two (2) years after the date of issuance of such Letter of Credit.

“ Fannie Mae ” means Fannie Mae, a corporation organized and existing under the Federal National Mortgage Association Charter Act, 12 U.S.C. § 1716 et seq.

“ GAAP ” means generally accepted accounting principles, applied on a consistent basis.

“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

“ Guarantee ” of or by any person shall mean any obligation, contingent or otherwise, of such person guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such person, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness, (b) to purchase property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment of such Indebtedness or (c) to maintain working capital, equity capital or other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness; provided , however , that the term Guarantee shall not include endorsements for collection or deposit, in either case in the ordinary course of business.

“ Incorporation Documents ” means the certificate or articles of incorporation, the bylaws, any certificate of determination or instrument relating to the rights of shareholders of such incorporation, and all applicable resolutions of the board of directors (or any committee thereof), of such incorporation.

“ Indebtedness ” of any Person means, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by a

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note, bond, debenture or similar instrument, (iii) all obligations of such Person upon which interest charges are customarily paid, (iv) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person, (v) all obligations of such Person issued or assumed as the deferred purchase price of property or services (other than accounts payable to suppliers incurred in the ordinary course of business and not overdue), (vi) all indebtedness of any other Person secured by any Lien on any property owned by the Company, whether or not such indebtedness has been assumed, (vii) the principal component of all Capitalized Lease Obligations of such Person, and (viii) all Guarantees of such Person.

“ Indemnified Liabilities ” has the meaning specified in Section 8.05 .

“ Indemnified Person ” has the meaning specified in Section 8.05 .

“ Insolvency Proceeding ” means, with respect to any Person, (a) any case, action or proceeding with respect to such Person before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors, or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; undertaken under U.S. Federal, state or foreign law, including the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et seq. ).

“ L/C Obligations ” means at any time the sum of (a) the aggregate undrawn amount of all Letters of Credit then outstanding, plus (b) the amount of all unreimbursed drawings under all Letters of Credit.

“ Letter of Credit ” means either a Construction Letter of Credit or a Deposit Fee Letter of Credit (each as defined in the Recitals) issued by the Bank for the account of the Company in favor of Fannie Mae substantially in the form attached hereto as Exhibit B , as provided for hereunder.

“ Lien ” means any mortgage, pledge, security interest, encumbrance, lien (statutory or other) or charge of any kind or nature whatsoever in respect of any property (including those created by, arising under or evidenced by any conditional sale or other title retention agreement, the interest of a lessor under a capital lease, any financing lease having substantially the same economic effect as any of the foregoing, or the filing of any financing statement naming the owner of the asset to which such lien relates as debtor, under the Uniform Commercial Code or any comparable law).

“ Margin Stock ” means “margin stock” as such term is defined in Regulation T, U or X of the Federal Reserve Board.

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“ Material Adverse Effect ” means a materially adverse effect on the business, assets, condition (financial or otherwise) or results of operations of (a) the Parents, (b) the Company, (c) the Parents, the Company and their Subsidiaries taken as a whole, or (d) either of the Pension Funds.

“ MMCF ” means MuniMae Midland Construction Finance, LLC, a Maryland limited liability company.

“ Obligations ” means all reimbursement obligations, advances, debts, liabilities, obligations, covenants and duties arising under any Related Document owing by the Company to the Bank or any Indemnified Person, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising.

“ Parents ” means, collectively and individually, Municipal Mortgage & Equity, LLC, a limited liability company organized under the laws of the State of Delaware; MuniMae Midland, LLC, a limited liability company organized under the laws of the state of Maryland, and MuniMae Investment Service Corporation, a Maryland corporation.

“ Participant ” has the meaning specified in Section 8.08 .

“ Pension Fund Certificate ” means a certificate, substantially in the form of Exhibit C to this Agreement.

“ Pension Funds ” means the Detroit Pension Fund and the Wayne County Pension Fund.

“ Pension Fund L/C ” means any standby letter of credit issued by the Detroit Pension Fund or the Wayne County Pension Fund, as security for the Letters of Credit issued hereunder, each of which shall:

(a) be an irrevocable letter of credit, effective as of the date of the issuance of the Letter of Credit which such Pension Fund L/C secures, that is in the form of Exhibit D to this Agreement, or in such other form as may be approved by the Bank;

(b) be in an initial stated amount equal to the amount of the Letter of Credit which such Pension Fund L/C secures;

(c) accompanied, on delivery to the Bank, by a Pension Fund Certificate;

(d) be issued for the sole benefit of the Bank;

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(e) have an expiration date at least 15 days after the Expiry Date of the Letter of Credit which such Pension Fund L/C secures; and

(f) provide that it may be drawn, in whole and not in part, by presentation to the applicable Pension Fund of a clean sight draft.

“ Person ” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or Governmental Authority.

“ Prime Rate ” means the rate of interest per annum publicly announced by the Bank from time to time as its prime rate.

“ Property ” means all assets and properties of any nature whatsoever, whether real or personal, tangible or intangible, including without limitation intellectual property.

“ Related Documents ” means this Agreement, the Letter of Credit, the Application, the Amendment Application and any other agreement or instrument relating thereto and to the transactions contemplated hereby.

“ Requirement of Law ” means, as to any Person, any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or of a Governmental Authority, in each case applicable to or binding upon the Person or any of its property or to which the Person or any of its property is subject.

“ Responsible Officer ” means the chief executive officer, the president, treasurer or senior vice president of the Company, or any other officer having substantially the same authority and responsibility.

“ SEC ” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“ Subsidiary ” of a Person means any corporation, association, partnership, limited liability company, joint venture or other business entity of which more than 50% of the voting stock, membership interests or other equity interests (in the case of Persons other than corporations), is owned or controlled directly or indirectly by the Person, or one or more of the Subsidiaries of the Person, or a combination thereof. Unless the context otherwise clearly requires, references herein to a “Subsidiary” refer to a Subsidiary of the Company.

“ UCP ” has the meaning specified in Section 2.10 hereof.

“ United States ” and “ U.S. ” each means the United States of America.

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“ Wayne County Pension Fund ” means the Wayne County Employees’ Retirement System.

1.02 Other Interpretive Provisions .

(a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b) The words “hereof”, “herein”, “hereunder” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement; and subsection, Section, Schedule and Appendix references are to this Agreement unless otherwise specified. The term “documents” includes any and all instruments, documents, agreements, certificates, indentures, notices and other writings, however evidenced. The term “including” is not limiting and means “including without limitation.” In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including.”

(c) Unless otherwise expressly provided herein, (i) references to agreements (including this Agreement) and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of any Related Document, and (ii) references to any statute or regulation are to be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting the statute or regulation.

(d) The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. Unless otherwise expressly provided, any reference to any action of the Bank by way of consent, approval or waiver shall be deemed modified by the phrase “in its sole discretion.”

(e) This Agreement and the other Related Documents to which the Company and the Bank are parties are the result of negotiations between, and have been reviewed by counsel to, the Bank and the Company, and are the products of both parties. Accordingly, they shall not be construed against the Bank merely because of the Bank’s involvement in their preparation.

1.03 Accounting Principles . Unless the context otherwise clearly requires, all accounting terms not expressly defined herein shall be construed, and all financial computations required under this Agreement shall be made, in accordance with GAAP, consistently applied. References herein to “fiscal year” and “fiscal quarter” refer to such fiscal periods of the Company.

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ARTICLE II

THE LETTERS OF CREDIT

2.01 The Letters of Credit .

(a) Subject to the terms and conditions of this Agreement, the Bank agrees, from time to time on any Business Day during the period from the Closing Date to the Availability Date, to issue Letters of Credit, and to amend Letters of Credit previously issued by it, in accordance with Section 2.02(b) , provided , however , that after giving effect to the issuance of any Letter of Credit, the aggregate amount of all L/C Obligations hereunder shall not exceed the Bond Enhancement Facility Amount. The Company’s ability to request that the Bank issue Letters of Credit shall be fully revolving, that is, the Company may, during the foregoing period, and within the foregoing limits, request that the Bank issue Letters of Credit to replace Letters of Credit which have been returned to the Bank for cancellation or which have been drawn upon and reimbursed.

(b) The Bank is under no obligation to issue any Letter of Credit if:

(i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Bank from issuing such Letter of Credit, or any Requirement of Law applicable to Bank or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Bank shall prohibit, or request that the Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, or shall impose upon the Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which Bank in good faith deems material to it;

(ii) one or more of the applicable conditions contained in Article IV is not then satisfied;

(iii) the requested Expiry Date of such Letter of Credit is more than two (2) years after the date such Letter of Credit issued; or

(iv) such Letter of Credit is not secured, as of the date of its issuance, by a Pension Fund L/C having an expiry date of at least fifteen (15) days following the Expiry Date of such Letter of Credit.

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2.02 Issuance of Letters of Credit .

(a) Each Letter of Credit shall be issued upon the delivery to Bank of (i)  the irrevocable written request of the Company, in the form of a completed Application executed by the Company, and (ii)  the Pension Fund L/C which will secure such Letter of Credit, which Application shall be received by the Bank at least five (5) Business Days prior to the proposed date of issuance of the Letter of Credit, and which Pension Fund L/C shall be received by the Bank at least two (2) Business Days prior to the proposed date of the issuance of the Letter of Credit. Such request for issuance of a Letter of Credit shall (i)  be by facsimile, confirmed immediately in an original writing, (ii)  accompanied by a Pension Fund Certificate, and (iii)  shall specify in form and detail satisfactory to the Bank: (A)  the proposed date of issuance of such Letter of Credit (which shall be a Business Day); (B)  the face amount of such Letter of Credit; (C)  the Expiry Date of such Letter of Credit; and (D)  the name and address of the beneficiary (Fannie Mae) thereof. Wherever there is an inconsistency between the provisions of this Agreement and the terms and conditions of the Application, the provisions of this Agreement shall prevail.

(b) From time to time while a Letter of Credit is outstanding and prior to the Expiry Date, the Bank will, upon the irrevocable written request of the Company, which shall be received by the Bank at least five (5) Business Days prior to the proposed date of amendment, consider an amendment of such Letter of Credit (other than an extension of the Expiry Date which is covered by Section 2.12 hereof). Such request for amendment of a Letter of Credit shall be by facsimile, confirmed immediately in an original writing, and shall specify in form and detail satisfactory to the Bank: (i) the Letter of Credit to be amended; (ii) the proposed date of amendment of the Letter of Credit (which shall be a Business Day); (iii) the nature of the proposed amendment; (iv) evidence that the Pension Fund L/C shall be amended so as to be in the same amount and to have the same terms as such amended Letter of Credit; and (v) such other matters as the Bank may require.

2.03 Drawings on Letters of Credit . Fannie Mae is authorized to make drawings under the Letters of Credit in accordance with the terms of the Letter of Credit. The Company hereby directs the Bank to make payments under each Letter of Credit in the manner provided in such Letter of Credit. The Company hereby irrevocably approves reductions and reinstatements of the amount of each Letter of Credit in accordance with the terms of such Letter of Credit.

2.04 Reimbursement and Other Payments .

(a) If (i)  the Bank is required to draw under a Pension Fund L/C pursuant to subsection (c) below prior to requesting payment from the Company and is not paid in full under such Pension Fund L/C or (ii)  the Bank is not required to so draw

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under a Pension Fund L/C pursuant to subsection (c) below, the Company shall pay to the Bank:

(1) immediately after (and on the same Business Day as) any amount is drawn under any Letter of Credit, a sum (and interest on such amount as provided in subsection (b) below) equal to the amount so drawn and paid;

(2) promptly upon notice from the Bank of the amount thereof, any and all reasonable charges and expenses, including transaction fees in connection with drawings under any Letter of Credit, which the Bank may pay or incur relative to such Letter of Credit (together with the amount described in clause (1) above, the “ Amount Owing ”).

(b) The Company shall pay to the Bank interest on any and all amounts owed and unpaid by the Company when due hereunder for each day from the date such amounts become due until payment in full, payable on demand, at a fluctuating interest rate per annum equal to the Prime Rate plus three percent (3%) (the “ Interest Owing ”); provided , however , that such fluctuating interest rate shall in no event be higher (with respect to each such amount due and payable hereunder, from the date such amount is due and payable until the date such amount is paid in full) than the maximum rate permitted by applicable law.

(c) Notwithstanding any other provision in this Section 2.04 , if at any time an amount is drawn under any Letter of Credit (for whatever reason), the Bank shall, with the exceptions noted below, prior to requesting payment from the Company, draw under the Pension Fund L/C which secures such Letter of Credit, in an amount equal to the Amount Owing. The Bank is not required to draw under the Pension Fund L/C prior to requesting payment from the Company if (i) an injunction, restraining order, or other court order prevents the Bank from drawing under the Pension Fund L/C, or (ii) an event described in Section 7.01(b) or (c)  has occurred with respect to the Pension Fund that has issued the Pension Fund L/C which secures the Letter of Credit which has been drawn on. In any event, the Company shall remain at all times liable for the Amount Owing and the Interest Owing with respect to each Letter of Credit, and will pay such amount to the Bank if the Bank so requests.

(d) If Fannie Mae makes a drawing under the Letter of Credit because a “Letter of Credit Issuer Rating Event” (as defined in any Construction Phase Financing Agreement) has occurred, the Bank shall draw under the Pension Fund L/C which secures such Letter of Credit, unless, prior to the draw by Fannie Mae, the Company has deposited with the Bank as cash collateral an amount equal to such drawing.

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2.05 Role of the Bank .

(a) The Company agrees that, in paying any drawing under any Letter of Credit, the Bank shall not have any responsibility to obtain any document (other than any sight draft and certificates expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document.

(b) The Bank shall not be liable for: (i) any action taken or omitted in the absence of breach of this Agreement, gross negligence or willful misconduct; or (ii) the due execution, effectiveness, validity or enforceability of any Letter of Credit, any Application or any other document relating to any Letter of Credit.

(c) The Company hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided , however , that this assumption is not intended to, and shall not, preclude the Company from pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. No Bank-Related Person, nor any of the correspondents, participants or assignees of the Bank, shall be liable or responsible for any of the matters described in clauses (a)  through (f)  of Section 2.06 ; provided , however , that, anything in such clauses or elsewhere herein to the contrary notwithstanding, the Company may have a claim against the Bank, and the Bank may be liable to the Company, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Company which the Company proves were caused by the Bank’s willful misconduct or gross negligence or the Bank’s breach of this Agreement, willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of such Letter of Credit. In furtherance and not in limitation of the foregoing: (i) the Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary; and (ii) the Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

2.06 Obligations Absolute . The obligations of the Company under this Agreement and any other Related Document to reimburse the Bank for a drawing under a Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement and each such other Related Document under all circumstances, including the following:

(a) any lack of validity or enforceability of this Agreement or any other Related Document;

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(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Company in respect of such Letter of Credit or any other amendment or waiver of or any consent to departure from all or any of the Related Documents;

(c) the existence of any claim, set-off, defense or other right that the Company may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the Bank or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by the Related Documents or any unrelated transaction;

(d) any draft, demand, certificate or other document presented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any material respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under the Letter of Credit;

(e) any payment made by the Bank under the Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of the Letter of Credit, including any arising in connection with any Insolvency Proceeding;

(f) the existence, validity or invalidity, enforceability or unenforceability of any Pension Fund L