3.2 The Company will cause the entire Success Fee to be paid to GLC immediately upon the
execution of the documents that a working capital funding source requires in connection with the Credit Facility
(“Closing”) regardless of whether a separate Closing or successive Closings become scheduled. Until payment of the
Success Fee, Company grants GLC a security interest in its right to receive loan proceeds under a Credit Facility.
3.3 Condition to Payment. The Closing of any Credit Facility or any transaction component of
the Credit Facility is a condition precedent to the Company’s duty to pay GLC its Success Fee, such that if no Closing
of a Credit Facility occurs, no Success Fee is due. However, the Company shall be required to act in good faith and not
take any action that jeopardizes its ability to obtain a Credit Facility that GLC causes to become, or likely become,
available to the Company.
4. Method of Payment.
4.1 Any Success Fee that becomes earned by GLC shall be paid in full at the Closing of a Credit
Facility in immediately available funds from any initial proceeds made available to or requested by the Company. If for
whatever reason, there is no initial funding within five (5) days after the Closing of a Credit Facility, or the initial
funding is insufficient to fully satisfy the Success Fee, GLC may, at its option, either await a distribution of funding or
sufficient funding under a Credit Facility to fully satisfy the Success Fee or, at its sole and exclusive option, demand
immediate payment from the Company.
4.2 In order to effectuate payment from a working capital funding source, as described in Section
4.1 above, the Company agrees to execute a letter of direction in the form attached hereto as Exhibit 4.2 and further
irrevocably authorizes GLC to deliver such Exhibit 4.2 to each working capital funding source who may make a Credit
Facility available to Company so as to best insure that each such working capital funding source delivers the initial
proceeds of any funding directly to GLC or such proceeds of any subsequent fundings if, for whatever reason, the initial
funding is inadequate to fully satisfy GLC’s Success Fee. If, for whatever reason, GLC requires but cannot obtain from
the Company an executed letter of direction, GLC may, as agent of the Company on behalf of GLC, or at GLC’s option,
execute such letter.
5.1 In connection with the services performed by GLC under the terms of this Agreement, the
Company will cooperate with GLC and will furnish GLC with any and all information and data concerning the
Company as GLC may, from time to time, reasonably deem necessary or appropriate.
The Company warrants that all information provided by the Company to GLC or any
prospective working capital funding source, its affiliates or subsidiaries, shall be complete and correct in all material
respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to
make the statements therein not misleading in the light of the circumstances under which such statements are made.
The Parties agree that during the Term of this Agreement, the Company and GLC will
inform the other of any communications that may be considered material in respect to this Agreement, and if any of
them receive an inquiry concerning a transaction, each such party will promptly advise the other of the inquiry.
6. Confidentiality. Except to the extent that the disclosure of information must be made to working
capital providers from whom GLC is seeking financing on the Company’s behalf, GLC shall keep confidential all non-
public information concerning the Company, its affiliates or a transaction. The Company shall at all times have the
right to identify information being supplied to GLC as confidential by placing a legend on any such material supplied by
the Company of GLC. Confidential information shall not include information that entered the public domain without a
breach by GLC of any obligation owed to the Company, became known to GLC prior to the Company's disclosure of
such information to GLC, became known to GLC from a source other than the Company and other than by the breach of
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