Letter of Credit Agreements. The representations, warranties and covenants by the Account Parties under, and the rights and remedies of the Issuing Bank under, any Letter of Credit Agreement relating to any Letter of Credit are in addition to, and not in limitation or derogation of, representations, warranties and covenants by the Account Parties under, and rights and remedies of the Issuing Bank and the Banks under, this Agreement and applicable law. Each Account Party acknowledges and agrees that all rights of the Issuing Bank under any Letter of Credit Agreement shall inure to the benefit of each Bank to the extent of its Letter of Credit Participating Interest Commitment and Letter of Credit Advances as fully as if such Bank was a party to such Letter of Credit Agreement. In the event of any inconsistency between the terms of this Agreement and any Letter of Credit Agreement, this Agreement shall prevail.
Letter of Credit Agreements. The obligation of the Borrower to pay Current Letter of Credit Obligations and all other Letter of Credit Obligations shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower or any other account party may have or have had against the beneficiary of such Letter of Credit, the Agent, any of the Lenders, or any other Person, including, without limitation, any defense based on the failure of any draft or draw to conform to the terms of such Letter of Credit, any draft or other document proving to be forged, fraudulent or invalid, or the legality, validity, regularity or enforceability of such Letter of Credit, any draft or other documents presented with any draft, any Letter of Credit Agreement, this Agreement, or any of the other Financing Documents, all whether or not the Agent or any of the Lenders had actual or constructive knowledge of the same, and irrespective of any Collateral, security or guarantee therefor or right of offset with respect thereto and irrespective of any other circumstances whatsoever which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for any Letter of Credit Obligations, in bankruptcy or otherwise; PROVIDED, HOWEVER, that the Borrower shall not be obligated to reimburse the Agent for any wrongful payment under such Letter of Credit made as a result of the Agent's willful misconduct or gross negligence. The obligation of the Borrower to pay the Letter of Credit Obligations shall not be conditioned or contingent upon the pursuit by the Agent or any other Person at any time of any right or remedy against any Person which may be or become liable in respect of all or any part of such obligation or against any Collateral, security or guarantee therefor or right of offset with respect thereto. The Letter of Credit Obligations shall continue to be effective, or be reinstated, as the case may be, if at any time payment of all or any portion of the Letter of Credit Obligations is rescinded or must otherwise be restored or returned by the Agent or any of the Lenders upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Person, or upon or as a result of the appointment of a receiver, intervenor, or conservator of, or trustee or similar officer for, any Person, or any substantial part of such Person's property, all as though such payments had not been made. All payments ...
Letter of Credit Agreements. Certain additional provisions regarding the obligations, liabilities, rights, remedies and agreements of the Borrower and the Issuing Bank relative to the Letters of Credit are set out in the Letter of Credit Agreements.
Letter of Credit Agreements. If any Obligated Party is or becomes the beneficiary of any letter of credit arising from the sale or other disposition of Collateral, such Obligated Party shall promptly notify the Agents thereof and, upon either of the Agent’s request, enter into a tri-party agreement (in form and substance reasonably satisfactory to the Agents) with the Collateral Agent and the issuer and/or the confirmation bank with respect to all Letter-of-Credit Rights thereunder assigning such Letter-of-Credit Rights to the Collateral Agent and directing all payments thereunder to a Clearing Account.
Letter of Credit Agreements. The Company shall have executed --------------------------- and delivered to BankBoston a Master Standby Letter of Credit Reimbursement and Security Agreement and a Trade Key (R) Services Agreement, each in the form previously supplied by BankBoston to the Company.
Letter of Credit Agreements. Borrower shall request each Letter of Credit by delivering (a) to Agent a request for letter of credit in the form attached hereto as EXHIBIT I (a "REQUEST FOR LETTER OF CREDIT") giving the information and making the representations set forth therein and (b) to Issuing Bank an irrevocable written letter of credit agreement in a form acceptable to Agent and Issuing Bank, appropriately completed and duly executed by Borrower (a "LETTER OF CREDIT AGREEMENT"), which specifies, among other things:
Letter of Credit Agreements. All reimbursement payments made pursuant to a Letter of Credit Agreement shall be made to the Agent, who shall apply and distribute such payments in accordance with Section 5 hereof. Each L/C Bank irrevocably appoints and
Letter of Credit Agreements. Letter of Credit Agreements in such form as may be agreed upon by any Borrower and the Bank from time to time which are entered into pursuant to Section 2.2 hereof, as such Letter of Credit Agreements are amended, varied or supplemented from time to time.
Letter of Credit Agreements. Certain additional provisions regarding the obligations, liabilities,
Letter of Credit Agreements. The Liquidity Agent shall have received executed counterparts of (i) the A Letter of Credit Issuance Agreement, dated as of the Closing Date, duly executed by NFC, National and the A Credit Enhancer, (ii) the A Support Letter of Credit Agreement dated as of the A Closing Date, duly executed by the A Credit Enhancer Support Credit Enhancer, (iii) the A Support Reimbursement Agreement, dated as of the Closing Date, duly executed by NFC, National and the A Support Credit Enhancer, (iv) the B Letter of Credit Reimbursement Agreement, dated as of the Closing Date, duly executed by NFC, National and the B Credit Enhancer and (v) the B Support Letter of Credit Reimbursement Agreement, dated as of the Closing Date, duly executed by NFC, National and the B Support Credit Enhancers, and, in each case, all conditions to the effectiveness thereof set forth therein shall have been satisfied in all respects. The A Letter of Credit in an amount equal to $85,000,000 shall have been delivered to the Agent and shall be in full force and effect, and the A Credit Enhancer shall not have a short-term rating lower than A-1 from S&P and P-1 from Moodx'x. Xxe B Letter of Credit in an amount equal to $60,000,000 shall have been delivered to the Agent and shall be in full force and effect, and the B Credit Enhancer shall not have a short-term rating lower than A-1 from S&P and P-1 from Moodx'x.
