REASONABLE MANNER IN REQUESTING
AND CONDUCTING ANY INSPECTION RELATING TO THE CONDUCT AND OPERATION OF SELLER'S
BUSINESS.
(I)
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 THE PURCHASED SECURITIES, OR OTHERWISE IN RESPECT
THEREOF, SELLER SHALL ACCEPT THE SAME AS SECURITIES BUYER'S AGENT, HOLD THE SAME
IN TRUST FOR SECURITIES BUYER AND DELIVER THE SAME FORTHWITH TO SECURITIES BUYER
IN THE EXACT FORM RECEIVED, DULY ENDORSED BY SELLER TO SECURITIES BUYER, IF
REQUIRED, TOGETHER WITH AN UNDATED BOND POWER COVERING SUCH CERTIFICATE DULY
EXECUTED IN BLANK TO BE HELD BY SECURITIES BUYER HEREUNDER AS ADDITIONAL ASSET
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 SELLER,
SELLER SHALL, UNTIL SUCH MONEY OR PROPERTY IS PAID OR DELIVERED TO SECURITIES
BUYER, HOLD SUCH MONEY OR PROPERTY IN TRUST FOR SECURITIES BUYER, SEGREGATED
FROM OTHER FUNDS OF SELLER, AS ADDITIONAL ASSET SECURITY FOR THE TRANSACTIONS.
(J)
AT ANY TIME FROM TIME TO TIME UPON THE REASONABLE REQUEST OF THE
APPLICABLE 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 THE APPLICABLE 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
THE APPLICABLE BUYER MAY REASONABLY REQUEST).
IF ANY AMOUNT PAYABLE UNDER OR IN
CONNECTION WITH ANY OF THE ASSETS 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 APPLICABLE BUYER, DULY ENDORSED IN A
MANNER REASONABLY SATISFACTORY TO THE APPLICABLE BUYER, TO BE HELD AS ASSETS
PURSUANT TO THIS AGREEMENT, AND THE DOCUMENTS DELIVERED IN CONNECTION HEREWITH.
(K)
SELLER SHALL PROVIDE EACH BUYER WITH THE FOLLOWING FINANCIAL AND
REPORTING INFORMATION:
(I)
WITHIN 60 DAYS AFTER THE LAST DAY OF
EACH OF THE FIRST THREE FISCAL QUARTERS IN ANY FISCAL YEAR, SELLER'S UNAUDITED
CONSOLIDATED BALANCE SHEETS AS OF THE END OF SUCH QUARTER, IN EACH CASE
CERTIFIED AS BEING TRUE AND CORRECT BY AN OFFICER'S CERTIFICATE;
(II)
WITHIN 120 DAYS AFTER THE LAST DAY OF ITS
FISCAL YEAR, SELLER'S AUDITED CONSOLIDATED STATEMENTS OF INCOME AND STATEMENTS
OF CHANGES IN CASH FLOW FOR SUCH YEAR AND BALANCE SHEETS AS OF THE END OF SUCH
YEAR, IN EACH CASE
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PRESENTED FAIRLY IN ACCORDANCE WITH GAAP, AND ACCOMPANIED, IN ALL CASES, BY AN
UNQUALIFIED REPORT OF A NATIONALLY RECOGNIZED INDEPENDENT CERTIFIED PUBLIC
ACCOUNTING FIRM CONSENTED TO BY BUYER IN ITS REASONABLE DISCRETION;
(III)
WITHIN 60 DAYS AFTER THE LAST DAY OF EACH
CALENDAR QUARTER IN ANY FISCAL YEAR, ANY AND ALL PROPERTY LEVEL FINANCIAL
INFORMATION WITH RESPECT TO