AND DELIVERED TO THE BORROWER AND THE
ADMINISTRATIVE AGENT A JOINDER AGREEMENT BY WHICH IT AGREES TO BE BOUND
HEREUNDER AND UNDER THE OTHER LOAN DOCUMENTS AS A LENDER AND, WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, CONFIRMS TO THE ADMINISTRATIVE AGENT AND OTHER
LENDERS THE ACKNOWLEDGMENTS AND REPRESENTATIONS AS TO THE NEW LENDER CONTAINED
IN SECTION 8.3(D) HEREOF AS OF THE DATE OF SUCH JOINDER AGREEMENT AND AMENDS
SCHEDULE 1 TO THIS AGREEMENT TO ADD THE APPROPRIATE INFORMATION WITH RESPECT TO
THE NEW LENDER AND ITS COMMITMENT.
(E)
EACH LENDER SHALL ENDEAVOR TO NOTIFY THE ADMINISTRATIVE AGENT AND THE
BORROWER WITHIN 60 DAYS AFTER THE DATE OF THIS AGREEMENT AND, WITH RESPECT TO
EACH NEW PARTICIPANT OR NEW LENDER, WITHIN 60 DAYS AFTER SUCH PERSON BECOMES A
PARTICIPANT OR A LENDER,
54
OF EACH INSURED OBLIGATION IDENTIFIED IN THE MOST RECENT CERTIFICATE DELIVERED
BY THE BORROWER TO THE LENDERS PURSUANT TO SECTION 6.14(C)(I) HEREOF WHICH SUCH
LENDER OR SUCH PARTICIPANT, AS THE CASE MAY BE, IS OBLIGATED TO PURCHASE UNDER
THE TERMS OF A LINE OF CREDIT, STANDBY BOND PURCHASE AGREEMENT, LETTER OF
CREDIT, LIQUIDITY AGREEMENT OR SIMILAR AGREEMENT OR ARRANGEMENT.
SECTION 10.9.
LENDING OFFICE.
ANY LENDER OR ANY PARTICIPANT MAY MAKE,
TRANSFER AND CARRY ANY LOAN AT, TO OR FOR THE ACCOUNT OF ANY BRANCH OFFICE,
SUBSIDIARY OR AFFILIATE (ITS "LENDING OFFICE"); PROVIDED THAT NO SUCH LENDER OR
PARTICIPANT SHALL BE ENTITLED TO RECEIVE ANY GREATER AMOUNT PURSUANT TO
SECTION 3.3 OR 3.5(B) AS A RESULT OF ANY VOLUNTARY ACTION TAKEN BY SUCH LENDER
OR SUCH PARTICIPANT (OTHER THAN FOR THE PURPOSE OF COMPLYING WITH APPLICABLE
LAW) PURSUANT TO THIS SECTION 10.9 THAN SUCH LENDER OR SUCH PARTICIPANT WOULD
HAVE BEEN ENTITLED TO RECEIVE ABSENT SUCH ACTION EXCEPT AS A RESULT OF
CIRCUMSTANCES ARISING AFTER THE DATE OF SUCH ACTION.
SECTION 10.10.
JUDGMENT CURRENCY.
THIS IS AN INTERNATIONAL CREDIT
TRANSACTION IN WHICH THE SPECIFICATION OF DOLLARS AND PAYMENT IN NEW YORK CITY
IS OF THE ESSENCE, AND THE OBLIGATIONS OF THE BORROWER UNDER THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT TO MAKE PAYMENT TO (OR FOR THE ACCOUNT OF) A LENDER, A
PARTICIPANT, THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGENT IN DOLLARS SHALL
NOT BE DISCHARGED OR SATISFIED BY ANY TENDER OR RECOVERY PURSUANT TO ANY
JUDGMENT EXPRESSED IN OR CONVERTED INTO ANY OTHER CURRENCY OR IN ANOTHER PLACE
EXCEPT TO THE EXTENT THAT SUCH TENDER OR RECOVERY RESULTS IN THE EFFECTIVE
RECEIPT BY SUCH LENDER OR PARTICIPANT, THE ADMINISTRATIVE AGENT OR THE
COLLATERAL AGENT, AS THE CASE MAY BE, IN NEW YORK CITY OF THE FULL AMOUNT OF
DOLLARS PAYABLE TO SUCH LENDER OR PARTICIPANT, THE ADMINISTRATIVE AGENT OR THE
COLLATERAL AGENT, AS THE CASE MAY BE, UNDER THIS AGREEMENT OR SUCH OTHER LOAN
DOCUMENT.
IF A JUDGMENT IS GIVEN IN RELATION TO ANY SUM DUE TO THE COLLATERAL
AGENT, THE ADMINISTRATIVE AGENT OR ANY LENDER HEREUNDER (IN THIS SECTION CALLED
AN "ENTITLED PERSON"), AND SUCH JUDGMENT IS GIVEN IN A CURRENCY (IN THIS SECTION
CALLED