AND (B) TO PROVIDE THE OTHER PARTY, BEFORE
THE CLOSE OF BUSINESS ON THE NEXT BUSINESS DAY AFTER ORALLY 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) 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 AGENT ARE NOT ACCEPTABLE TO IT,
THE OTHER PARTY MAY REJECT AND RESCIND ANY TRANSACTION WITH SUCH PRINCIPAL OR
PRINCIPALS, RETURN TO AGENT ANY PURCHASED ASSETS 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 AGENT SHALL IMMEDIATELY
RETURN TO THE OTHER PARTY ANY PORTION OF THE PURCHASE PRICE OR PURCHASED ASSETS,
AS THE CASE MAY BE, PREVIOUSLY TRANSFERRED TO AGENT IN CONNECTION WITH SUCH
TRANSACTION; PROVIDED, HOWEVER, THAT (A) THE OTHER PARTY SHALL PROMPTLY (AND IN
ANY EVENT WITHIN ONE BUSINESS DAY) NOTIFY 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 AGENT
SHALL NOT HAVE ANY OBLIGATION TO PROVIDE IT WITH CONFIDENTIAL INFORMATION
REGARDING THE FINANCIAL STATUS OF ITS PRINCIPALS; AGENT AGREES, HOWEVER, THAT IT
WILL ASSIST THE OTHER PARTY IN OBTAINING FROM AGENT'S PRINCIPALS SUCH
INFORMATION REGARDING THE FINANCIAL STATUS OF SUCH PRINCIPALS AS THE OTHER PARTY
MAY REASONABLY REQUEST.
1
3.
LIMITATION OF AGENT'S LIABILITY.
THE PARTIES EXPRESSLY
ACKNOWLEDGE THAT IF THE REPRESENTATIONS OF AGENT UNDER THE AGREEMENT, INCLUDING
THIS ANNEX I, ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS DURING THE TERM OF
ANY TRANSACTION AND AGENT OTHERWISE COMPLIES WITH THE PROVISIONS OF THIS ANNEX
I, THEN (A) AGENT'S OBLIGATIONS UNDER THE AGREEMENT SHALL NOT INCLUDE A
GUARANTEE OF PERFORMANCE BY ITS PRINCIPAL OR PRINCIPALS AND (B) THE OTHER
PARTY'S REMEDIES SHALL NOT INCLUDE A RIGHT OF SETOFF IN RESPECT OF RIGHTS OR
OBLIGATIONS, IF ANY, OF AGENT ARISING IN OTHER TRANSACTIONS IN WHICH AGENT IS
ACTING AS PRINCIPAL.
4.
MULTIPLE PRINCIPALS.
(a)
In the event that Agent proposes to act for more than one
Principal hereunder, Agent and the other party shall elect whether (i) to treat
Transactions under the Agreement as transactions entered into on behalf of
separate Principals or (ii) to aggregate such Transactions as if they were
transactions by a single Principal.
Failure to make such an election in writing
shall be deemed an election to treat Transactions under the Agreement as
transactions on behalf of a single Principal.
(b)
In the event that Agent and the other party elect (or are deemed