OF DEFAULT UNDER
OR REPORT RECEIVED BY SELLER PURSUANT TO THE SECURITIZATION DOCUMENTS; (II) ANY
NOTICE OF TRANSFER OF SERVICING UNDER THE SECURITIZATION DOCUMENTS AND (III) ANY
OTHER INFORMATION WITH RESPECT TO THE PURCHASED SECURITIES AS MAY BE REASONABLY
REQUESTED BY BUYER FROM TIME TO TIME.
(H)
SELLER WILL PERMIT BUYER OR ITS DESIGNATED REPRESENTATIVE TO
INSPECT SELLER'S RECORDS WITH RESPECT TO THE COLLATERAL 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 ANY EXTRACTS THEREOF AS MAY
REASONABLY BE REQUESTED BY BUYER, SUBJECT TO THE TERMS OF ANY CONFIDENTIALITY
AGREEMENT BETWEEN THE BUYER AND THE 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.
(I)
IF THE 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 THE PURCHASED SECURITIES, OR OTHERWISE IN
RESPECT THEREOF, THE SELLER SHALL ACCEPT THE SAME AS THE BUYER'S AGENT, HOLD THE
SAME IN TRUST FOR THE BUYER AND DELIVER THE SAME FORTHWITH TO THE BUYER IN THE
EXACT FORM RECEIVED, DULY ENDORSED BY THE SELLER TO THE BUYER, IF REQUIRED,
TOGETHER WITH AN UNDATED BOND POWER COVERING SUCH CERTIFICATE DULY EXECUTED IN
BLANK TO BE HELD BY THE 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 SECURITIES SHALL BE RECEIVED BY THE SELLER, THE SELLER
SHALL, UNTIL SUCH MONEY OR PROPERTY IS APPLIED IN ACCORDANCE WITH SECTION 5
HEREOF, HOLD SUCH MONEY OR PROPERTY IN TRUST FOR THE BUYER, SEGREGATED FROM
OTHER FUNDS OF THE SELLER, AS ADDITIONAL COLLATERAL SECURITY FOR THE
TRANSACTIONS.
(J)
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
29
DOCUMENTS AND TAKE SUCH FURTHER ACTIONS AS BUYER MAY REASONABLY 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 REASONABLY REQUEST).
IF ANY AMOUNT PAYABLE
UNDER OR IN CONNECTION WITH ANY OF THE COLLATERAL 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 THE BUYER, DULY ENDORSED IN A
MANNER REASONABLY SATISFACTORY TO THE BUYER, TO BE HELD AS COLLATERAL PURSUANT
TO THIS AGREEMENT, AND THE DOCUMENTS DELIVERED IN CONNECTION HEREWITH.
(K)
SELLER SHALL PROVIDE BUYER WITH THE FOLLOWING FINANCIAL AND
REPORTING INFORMATION:
(I)
WITHIN 45 DAYS AFTER THE LAST DAY OF EACH OF THE FIRST THREE
FISCAL QUARTERS IN ANY