TO TIME.
(G)
SELLER WILL PERMIT BUYER OR ITS DESIGNATED REPRESENTATIVE TO
INSPECT SELLER'S RECORDS WITH RESPECT TO THE COLLATERAL AND THE PURCHASED ITEMS
AND THE CONDUCT AND OPERATION OF ITS BUSINESS RELATED THERETO UPON REASONABLE
PRIOR WRITTEN NOTICE FROM BUYER OR ITS DESIGNATED REPRESENTATIVE, AT SUCH
REASONABLE TIMES AND WITH REASONABLE FREQUENCY, AND TO MAKE COPIES OF EXTRACTS
OF ANY AND ALL THEREOF, SUBJECT TO THE TERMS OF ANY CONFIDENTIALITY AGREEMENT
BETWEEN BUYER AND SELLER.
BUYER SHALL ACT IN A COMMERCIALLY REASONABLE MANNER
IN REQUESTING AND CONDUCTING ANY INSPECTION RELATING TO THE CONDUCT AND
OPERATION OF SELLER'S BUSINESS.
(H)
IF SELLER SHALL AT ANY TIME BECOME ENTITLED TO RECEIVE OR SHALL
RECEIVE ANY RIGHTS, WHETHER IN ADDITION TO, IN SUBSTITUTION OF, AS A CONVERSION
OF, OR IN EXCHANGE FOR A PURCHASED ASSET, OR OTHERWISE IN RESPECT THEREOF,
SELLER SHALL ACCEPT THE SAME AS BUYER'S AGENT, HOLD THE SAME IN TRUST FOR BUYER
AND DELIVER THE SAME FORTHWITH TO BUYER IN THE EXACT FORM RECEIVED, DULY
ENDORSED BY SELLER TO BUYER, IF REQUIRED, TOGETHER WITH AN UNDATED BOND POWER
COVERING SUCH CERTIFICATE DULY EXECUTED IN BLANK TO BE HELD BY BUYER HEREUNDER
AS ADDITIONAL COLLATERAL SECURITY FOR THE TRANSACTIONS.
IF ANY SUMS OF MONEY OR
PROPERTY SO PAID OR DISTRIBUTED IN RESPECT OF THE PURCHASED ASSETS SHALL BE
RECEIVED BY SELLER, SELLER SHALL, UNTIL SUCH MONEY OR PROPERTY IS PAID OR
DELIVERED TO BUYER, HOLD SUCH MONEY OR PROPERTY IN TRUST FOR BUYER, SEGREGATED
FROM OTHER FUNDS OF SELLER, AS ADDITIONAL COLLATERAL SECURITY FOR THE
TRANSACTIONS.
(I)
AT ANY TIME FROM TIME TO TIME UPON THE REASONABLE REQUEST OF
BUYER, AT THE SOLE EXPENSE OF SELLER, SELLER WILL PROMPTLY AND DULY EXECUTE AND
DELIVER SUCH FURTHER INSTRUMENTS AND DOCUMENTS AND TAKE SUCH FURTHER ACTIONS AS
BUYER MAY REQUEST FOR THE PURPOSES OF OBTAINING OR PRESERVING THE FULL BENEFITS
OF THIS AGREEMENT INCLUDING THE FIRST PRIORITY SECURITY INTEREST GRANTED
HEREUNDER AND OF THE RIGHTS AND POWERS HEREIN GRANTED (INCLUDING, AMONG OTHER
THINGS, FILING SUCH UCC FINANCING STATEMENTS AS BUYER MAY REQUEST).
IF ANY
AMOUNT PAYABLE UNDER OR IN CONNECTION WITH ANY OF THE COLLATERAL OR PURCHASED
ITEMS SHALL BE OR BECOME EVIDENCED BY ANY PROMISSORY NOTE, OTHER INSTRUMENT OR
CHATTEL PAPER, SUCH NOTE, INSTRUMENT OR CHATTEL PAPER SHALL BE IMMEDIATELY
DELIVERED TO BUYER, DULY ENDORSED IN A MANNER SATISFACTORY TO BUYER, TO BE
ITSELF HELD AS A PURCHASED ITEM AND/OR COLLATERAL, AS APPLICABLE, PURSUANT TO
THIS AGREEMENT, AND THE DOCUMENTS DELIVERED IN CONNECTION HEREWITH.
(J)
SELLER SHALL PROVIDE, OR TO CAUSE TO BE PROVIDED, TO BUYER THE
FOLLOWING FINANCIAL AND REPORTING INFORMATION:
(I)
WITHIN SIXTY (60) DAYS AFTER THE LAST DAY OF EACH OF THE FIRST
THREE FISCAL QUARTERS IN ANY FISCAL YEAR, CONSOLIDATED UNAUDITED FINANCIAL
STATEMENTS OF SELLER PRESENTED FAIRLY IN ACCORDANCE WITH GAAP INCLUDING A
STATEMENT OF OPERATIONS AND A STATEMENT OF CHANGES IN CASH FLOWS FOR SUCH
QUARTER AND STATEMENT OF NET ASSETS AS OF THE END OF SUCH QUARTER, AND CERTIFIED
AS BEING TRUE AND CORRECT BY