THE AGENT HAS INSTRUCTED DISPOSITION OF COLLECTIONS, IF
APPLICABLE) BASED ON THE PERCENTAGE FOR SUCH MONTH OF THE AMOUNTS HELD IN THE
BLOCKED ACCOUNTS REPRESENTING THE HISTORICAL AMOUNTS OF SUCH FUNDS NOT RELATING
TO THE RECEIVABLES (AND SUBJECT TO THE TRUE-UP MECHANISMS) AS SET FORTH ON
EXHIBIT D AND (III) THE AGENT SHALL DIRECT THE APPLICABLE BLOCKED ACCOUNT BANK
TO TRANSFER ALL OR ANY PART OF THE TOTAL AVAILABLE FUNDS IN THE BLOCKED ACCOUNTS
AND APPLY OR WITHHOLD SUCH FUNDS (OTHER THAN FUNDS IN THE BLOCKED ACCOUNTS NOT
RELATED TO THE RECEIVABLES AS PROVIDED IN CLAUSES (I) AND (II) ABOVE) TO AN
ACCOUNT DESIGNATED BY THE AGENT TO PREPAY OR CASH COLLATERALIZE ANY AND ALL OF
THE OBLIGATIONS.
ANY SUCH PREPAYMENT SHALL BE APPLIED AS FOLLOWS:
FIRST, TO
FEES AND REIMBURSABLE EXPENSES OF THE AGENT THEN DUE AND PAYABLE PURSUANT TO ANY
OF THE LOAN DOCUMENTS; SECOND, TO INTEREST THEN DUE AND PAYABLE ON REVOLVING
LOANS; AND THIRD, TO THE PRINCIPAL BALANCE OF THE REVOLVING LOANS UNTIL THE SAME
HAS BEEN PAID IN FULL.
EXCEPT IN THE CASE OF PREPAYMENTS MADE PURSUANT TO
CLAUSE (III) ABOVE ARISING FROM A DEFAULT NOTICE ISSUED SOLELY ON ACCOUNT OF A
LIQUIDITY EVENT, THE REQUIRED LENDERS MAY IN THEIR SOLE DISCRETION PERMANENTLY
REDUCE THE COMMITMENT BY THE AGGREGATE AMOUNT OF ANY PREPAYMENT OF THE
OBLIGATIONS.
26
3.5
THE COMPANY AGREES TO NOTIFY THE AGENT OF EACH MATTER THAT
MATERIALLY AFFECTS THE VALUE, ENFORCEABILITY OR COLLECTIBILITY OF THE
RECEIVABLES, AS A WHOLE, IN ITS MONTHLY REPORT PROVIDED TO THE AGENT HEREUNDER,
IN SUCH DETAIL AND FORMAT AS THE AGENT MAY REASONABLY REQUIRE FROM TIME TO TIME.
3.6
THE AGENT SHALL MAINTAIN A REVOLVING LOAN ACCOUNT ON ITS BOOKS IN
WHICH THE COMPANY WILL BE CHARGED WITH ALL LOANS AND ADVANCES MADE BY THE AGENT
TO IT OR FOR ITS ACCOUNT, AND WITH ANY OTHER OBLIGATIONS, INCLUDING ANY AND ALL
COSTS, EXPENSES AND REASONABLE ATTORNEY'S FEES WHICH THE AGENT IS ENTITLED TO
CHARGE THE COMPANY.
THE COMPANY WILL BE CREDITED WITH ALL AMOUNTS RECEIVED BY
THE AGENT AND/OR THE LENDERS FROM THE COMPANY OR FROM OTHERS FOR THE COMPANY'S
ACCOUNT, INCLUDING, AS SET FORTH ABOVE, ALL AMOUNTS RECEIVED BY THE AGENT IN
PAYMENT OF ACCOUNTS, AND SUCH AMOUNTS WILL BE APPLIED TO PAYMENT OF THE
OBLIGATIONS AS SET FORTH HEREIN.
IN NO EVENT SHALL PRIOR RECOURSE TO ANY
RECEIVABLES OR OTHER SECURITY GRANTED TO OR BY THE COMPANY BE A PREREQUISITE TO
THE AGENT'S RIGHT TO DEMAND PAYMENT OF ANY OBLIGATION.
FURTHER, IT IS
UNDERSTOOD THAT THE AGENT AND/OR THE LENDERS SHALL HAVE NO OBLIGATION WHATSOEVER
TO PERFORM IN ANY RESPECT ANY OF THE CONTRACTS OR OTHER OBLIGATIONS RELATING TO
THE RECEIVABLES.
3.7
AFTER THE END OF EACH MONTH, THE AGENT SHALL PROMPTLY SEND THE
COMPANY A STATEMENT OF THE REVOLVING LOAN ACCOUNT SHOWING THE ACCOUNTING FOR THE
CHARGES, LOANS, ADVANCES AND OTHER TRANSACTIONS OCCURRING BETWEEN THE AGENT AND
THE COMPANY DURING THAT MONTH.
THE MONTHLY STATEMENTS SHALL BE DEEMED CORRECT
AND BINDING UPON THE