OTHERWISE TAKE ACTION UPON THE OCCURRENCE OF AN EVENT
OF DEFAULT, THE ADMINISTRATIVE AGENT SHALL (I) GIVE PROMPT NOTICE TO THE BUYERS
OF ANY SUCH WAIVER, AMENDMENT, EVENT OF DEFAULT OF WHICH IT IS AWARE AND
(II) TAKE SUCH ACTION WITH RESPECT TO SUCH WAIVER, AMENDMENT, EVENT OF DEFAULT
AS SHALL BE DIRECTED BY THE REQUIRED COMMITTED BUYERS.
L.
ADDITIONAL REPRESENTATIONS.
ADMINISTRATIVE AGENT HEREBY MAKES
THE FOLLOWING REPRESENTATIONS, WHICH SHALL CONTINUE DURING THE TERM OF ANY
TRANSACTION:
EACH PRINCIPAL HAS DULY AUTHORIZED ADMINISTRATIVE AGENT TO EXECUTE
AND DELIVER THE AGREEMENT ON ITS BEHALF, HAS THE POWER TO SO AUTHORIZE
ADMINISTRATIVE AGENT AND TO ENTER INTO THE TRANSACTIONS CONTEMPLATED BY THE
AGREEMENT AND TO PERFORM THE OBLIGATIONS OF SELLERS OR BUYERS, AS THE CASE MAY
BE, UNDER SUCH TRANSACTIONS, AND HAS TAKEN ALL NECESSARY ACTION TO AUTHORIZE
SUCH EXECUTION AND DELIVERY BY ADMINISTRATIVE AGENT AND SUCH PERFORMANCE BY IT.
M.
IDENTIFICATION OF PRINCIPALS.
ADMINISTRATIVE AGENT AGREES (A) TO
PROVIDE THE OTHER PARTY, PRIOR TO THE DATE ON WHICH THE PARTIES AGREE TO ENTER
INTO ANY TRANSACTION UNDER THE AGREEMENT, WITH A WRITTEN LIST OF PRINCIPALS FOR
WHICH IT INTENDS TO ACT AS ADMINISTRATIVE AGENT (WHICH LIST MAY BE AMENDED IN
WRITING FROM TIME TO TIME WITH THE CONSENT OF THE OTHER PARTY), AND (B) TO
PROVIDE THE OTHER PARTY, BEFORE THE CLOSE OF BUSINESS ON THE NEXT BUSINESS DAY
AFTER ORALLY
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AGREEING TO ENTER INTO A TRANSACTION, WITH NOTICE OF THE SPECIFIC PRINCIPAL OR
PRINCIPALS FOR WHOM IT IS ACTING IN CONNECTION WITH SUCH TRANSACTION.
IF
(I) ADMINISTRATIVE AGENT FAILS TO IDENTIFY SUCH PRINCIPAL OR PRINCIPALS PRIOR TO
THE CLOSE OF BUSINESS ON SUCH NEXT BUSINESS DAY OR (II) THE OTHER PARTY SHALL
DETERMINE IN ITS SOLE DISCRETION THAT ANY PRINCIPAL OR PRINCIPALS IDENTIFIED BY
ADMINISTRATIVE AGENT ARE NOT ACCEPTABLE TO IT, THE OTHER PARTY MAY REJECT AND
RESCIND ANY TRANSACTION WITH SUCH PRINCIPAL OR PRINCIPALS, RETURN TO
ADMINISTRATIVE AGENT ANY PURCHASED MORTGAGE LOAN OR PORTION OF THE PURCHASE
PRICE, AS THE CASE MAY BE, PREVIOUSLY TRANSFERRED TO THE OTHER PARTY AND REFUSE
ANY FURTHER PERFORMANCE UNDER SUCH TRANSACTION, AND ADMINISTRATIVE AGENT SHALL
IMMEDIATELY RETURN TO THE OTHER PARTY ANY PORTION OF THE PURCHASE PRICE OR
PURCHASED MORTGAGE LOANS, AS THE CASE MAY BE, PREVIOUSLY TRANSFERRED TO
ADMINISTRATIVE AGENT IN CONNECTION WITH SUCH TRANSACTION; PROVIDED, HOWEVER,
THAT (A) THE OTHER PARTY SHALL PROMPTLY (AND IN ANY EVENT WITHIN ONE BUSINESS
DAY) NOTIFY ADMINISTRATIVE AGENT OF ITS DETERMINATION TO REJECT AND RESCIND SUCH
TRANSACTION AND (B) TO THE EXTENT THAT ANY PERFORMANCE WAS RENDERED BY ANY PARTY
UNDER ANY TRANSACTION REJECTED BY THE OTHER PARTY, SUCH PARTY SHALL REMAIN
ENTITLED TO ANY PRICE DIFFERENTIAL OR OTHER AMOUNTS THAT WOULD HAVE BEEN PAYABLE
TO IT WITH RESPECT TO SUCH PERFORMANCE IF SUCH TRANSACTION HAD NOT BEEN
REJECTED.
THE OTHER PARTY ACKNOWLEDGES THAT ADMINISTRATIVE AGENT SHALL NOT HAVE
ANY OBLIGATION TO PROVIDE IT WITH CONFIDENTIAL INFORMATION REGARDING THE
FINANCIAL STATUS OF ITS PRINCIPALS; ADMINISTRATIVE AGENT AGREES, HOWEVER, THAT
IT WILL ASSIST THE