OF ANY NOTICE OR INFORMATION TO THE CONTRARY.
4.5
INDEMNIFICATION.
IN ADDITION TO ANY OTHER INDEMNIFICATION
OBLIGATION OF BORROWER UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT,
BORROWERS HEREBY AGREE TO INDEMNIFY AND HOLD THE LENDER PARTIES HARMLESS FROM
AND AGAINST ANY AND ALL INDEMNIFIED LOSSES WHICH THE LENDER PARTIES MAY INCUR OR
WHICH MAY BE CLAIMED AGAINST THE LENDER PARTIES BY ANY PERSON BY REASON OF OR IN
CONNECTION WITH THE EXECUTION AND DELIVERY OR TRANSFER OF, OR PAYMENT OR FAILURE
TO MAKE LAWFUL PAYMENT UNDER, ANY LETTER OF CREDIT.
4.6
PRO RATA PARTICIPATION, DRAWING AND REIMBURSEMENT WITH RESPECT TO
LETTERS OF CREDIT.
(A)
WITHOUT ANY FURTHER ACTION ON THE PART OF ANY LENDER PARTY,
EFFECTIVE IMMEDIATELY UPON THE ISSUANCE OF ANY LETTER OF CREDIT ISSUED UNDER
THIS AGREEMENT, ISSUING LENDER WILL BE DEEMED TO HAVE SOLD, TRANSFERRED, AND
ASSIGNED TO EACH REVOLVING LOAN LENDER AT SUCH TIME, AND EACH REVOLVING LOAN
LENDER WILL HAVE BEEN DEEMED TO HAVE PURCHASED AND ACCEPTED FROM ISSUING LENDER,
SUCH REVOLVING LOAN LENDER'S PRO RATA SHARE OF ISSUING LENDER'S INTEREST IN THE
APPLICABLE LETTER OF CREDIT (SUCH PRO RATA SHARE TO BE DETERMINED WITHOUT TAKING
INTO ACCOUNT SUCH REVOLVING LOAN LENDER'S OBLIGATION TO PURCHASE AS PROVIDED IN
THIS SECTION 4.6), WHICH PURCHASE SHALL UNCONDITIONALLY OBLIGATE EACH REVOLVING
LOAN LENDER TO PURCHASE FROM ISSUING LENDER SUCH REVOLVING LOAN LENDER'S PRO
RATA SHARE OF ANY LETTER OF CREDIT ADVANCE IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 4.6(C) BELOW, AND UPON SUCH PURCHASE, SHALL ENTITLE EACH REVOLVING LOAN
LENDER, IN ACCORDANCE WITH AND SUBJECT TO THE PROVISIONS OF THIS AGREEMENT, TO
RECEIVE SUCH REVOLVING LOAN LENDER'S PRO RATA SHARE OF ANY AND ALL PAYMENTS MADE
BY BORROWER WITH RESPECT TO THE APPLICABLE LETTER OF CREDIT AND WHETHER REQUIRED
HEREUNDER OR UNDER ANY LETTER OF CREDIT AGREEMENT.
(B)
THE PAYMENT BY ISSUING LENDER OF A DRAFT DRAWN UNDER ANY LETTER OF
CREDIT SHALL CONSTITUTE FOR ALL PURPOSES OF THIS AGREEMENT THE MAKING BY ISSUING
LENDER OF A LETTER OF CREDIT ADVANCE IN THE AMOUNT OF SUCH DRAFT.
(C)
UPON WRITTEN DEMAND BY ISSUING LENDER, WITH A COPY OF SUCH DEMAND
TO AGENT, EACH REVOLVING LOAN LENDER SHALL PURCHASE FROM ISSUING LENDER, AND
ISSUING LENDER SHALL SELL AND ASSIGN TO EACH SUCH REVOLVING LOAN LENDER, SUCH
REVOLVING LOAN LENDER'S PRO RATA SHARE OF ANY OUTSTANDING LETTER OF CREDIT
ADVANCE AS OF THE DATE OF SUCH PURCHASE, BY MAKING AVAILABLE TO AGENT FOR THE
ACCOUNT OF ISSUING LENDER, BY DEPOSIT TO THE AGENT'S ACCOUNT, IN SAME DAY FUNDS,
AN AMOUNT EQUAL TO THE PORTION OF THE OUTSTANDING PRINCIPAL AMOUNT OF SUCH
LETTER OF CREDIT ADVANCE TO BE PURCHASED BY SUCH REVOLVING LOAN LENDER.
IF SUCH
REVOLVING
46
LOAN LENDER SHALL PAY TO AGENT SUCH AMOUNT FOR THE ACCOUNT OF ISSUING LENDER,
SUCH AMOUNT SO PAID IN RESPECT OF PRINCIPAL SHALL CONSTITUTE A REVOLVING LOAN
ADVANCE MADE BY SUCH REVOLVING LOAN LENDER FOR PURPOSES OF THIS AGREEMENT, AND
THE OUTSTANDING AMOUNT OF THE LETTER OF CREDIT ADVANCES SHALL BE