IRREVOCABLE DIRECTION. Assignor hereby irrevocably directs the contracting party to, or grantor or licensor of, any such Assigned Contract and Permit, to the extent not prohibited by either such Assigned Contract and Permit or applicable law, or to the extent permitted under any recognition or other agreement executed by such grantor or licensor, upon demand and after notice from Agent of the occurrence of an Event of Default under any of the Loan Documents, to recognize and accept Agent as the holder of such Assigned Contract and Permit for any and all purposes as fully as it would recognize and accept Assignor and the performance of Assignor thereunder. Assignor does hereby constitute and appoint Agent, while this Assignment remains in force and effect, irrevocably, and with full power of substitution and revocation, its true and lawful attorney for and in its name, place and stead, after the occurrence of and during the continuance of such an Event of Default, to demand and enforce compliance with all the terms and conditions of the Assigned Contracts and Permits and all benefits accrued thereunder, whether at law, in equity or otherwise.
IRREVOCABLE DIRECTION. In addition to any rights now or hereafter granted under applicable Law, and not by way of limitation of any such rights, the Borrower hereby irrevocably authorizes and directs the Agent and each Lender, after the occurrence of an Event of Default and for so long as such Event of Default continues and without notice to the Borrower or to any other Person, any such notice being expressly waived by the Borrower, to apply any and all deposits, matured or unmatured, general or special, and any other indebtedness at any time held by or owing by the Agent or such Lender to or for the credit of the account of the Borrower against and on account of the obligations and liabilities of the Borrower which are due and payable to the Agent or such Lender under this Agreement and this Section shall constitute full and sufficient authority for so doing.
IRREVOCABLE DIRECTION. Borrower hereby irrevocably directs the contracting party to, or grantor or licensor of, any such Assigned Contract and Permit, whether identified in EXHIBIT B or otherwise, to the extent not prohibited by either such Assigned Contract and Permit or applicable law, or to the extent permitted under any recognition or other agreement executed by such grantor or licensor, upon demand and after notice from Lender of the occurrence of an Event of Default under any of the Loan Documents, to recognize and accept Lender as the holder of such Assigned Contract and Permit for any and all purposes as fully as it would recognize and accept Borrower and the performance of Borrower thereunder. Borrower does hereby constitute and appoint Lender, while this Assignment remains in force and effect, irrevocably, and with full power of substitution and revocation, its true and lawful attorney for and in its name, place and stead, after the occurrence of such an Event of Default, to demand and enforce compliance with all the terms and conditions of the Assigned Contracts and Permits and all benefits accrued thereunder, whether at law, in equity or otherwise.
IRREVOCABLE DIRECTION. On the Closing Date (prior to the Restructuring Closing), the Additional Principal Amount Lenders shall deliver or cause to be delivered the Purchase Price to the Issuer, less any applicable deductions for payment of Professional Fees, as set forth on Schedule 2.3 and in accordance with the Credit Party Payment Direction.
IRREVOCABLE DIRECTION. The Vendor shall have received in escrow from the Purchaser an irrevocable direction from the Purchaser to Wellington Financial LLP, in a form satisfactory to the Vendor, pursuant to which the Purchaser irrevocably authorizes and directs Wellington Financial LLP to pay the Net Working Capital Payment (up to a maximum amount of $3,000,000) to the Vendor within five (5) Business Days following the failure by the Purchaser to pay such amount within the time periods set out in Section 3.4 and/or Section 3.5, as applicable.
IRREVOCABLE DIRECTION. PCEA has, pursuant to the Direction Letter, irrevocably instructed PG&E to remit to Collateral Agent all payments due or to become due in respect of the Receivables unless and until both Collateral Agent, at the direction of the Required Secured Creditors, and PCEA direct otherwise in writing. PCEA shall periodically take such additional measures as may be commercially reasonable to cause PG&E or Customers to make all payments due to PCEA into the Lockbox Account. All invoices issued by or on behalf of PCEA shall direct payment into the Lockbox Account. PCEA shall provide Collateral Agent with such proof of compliance with this Section 5.01 as Collateral Agent may reasonably request from time to time. Without the prior written consent of Collateral Agent (acting at the written direction of the Required Secured Creditors), PCEA shall not (a) terminate, amend, revoke or modify such payment instructions to PG&E or Customers or (b) direct or cause, directly or indirectly, PG&E or Customer to make any payments except in accordance with such payment instructions. The parties agree that if any such payments, or any other Proceeds of Collateral, are received by PCEA, (i) they shall be held in trust by PCEA for the benefit of the Collateral Agent, (ii) PCEA shall as promptly as possible remit or deliver same to Collateral Agent for application as provided herein, (iii) PCEA shall take such commercially reasonable steps as necessary to require such Customer or PG&E to make any future remittances into the Lockbox Account and (iv) such activity shall be reported promptly to Collateral Agent following PCEA’s receipt of such funds. Collateral Agent thus has the right to all collections on the Collateral remitted to it by PG&E until the Discharge Date.
IRREVOCABLE DIRECTION. (a) The Assignor hereby irrevocably directs the Consenting Party that the Proceeds received by the Consenting Party under the Assigned Agreement, in an amount not to exceed the Maximum Amount, shall be delivered directly from the Consenting Party to the Collateral Agent, for payment in full of the Notes. Notwithstanding the foregoing sentence, if the Collateral Agent receives any Proceeds or other payment or distribution in excess of the amount of the Obligations, the Collateral Agent hereby agrees to hold such excess in trust for the benefit of the Assignor, and to immediately pay over or deliver all such excess to the Assignor, in the form received.
(b) The Assignor hereby irrevocably directs the Consenting Party, upon demand and after notice from Collateral Agent that a Default Notice has been issued to the Assignor and an Event of Default has occurred and is continuing, to recognize and accept Collateral Agent as the holder of the Assignor’s rights, title and interest in, to and under the Assigned Agreement for any and all purposes, as fully as the Consenting Party would recognize and accept the Assignor and the performance of the Assignor thereunder.
IRREVOCABLE DIRECTION. The Mortgagor must execute and deliver to the Mortgagee on the date of this deed (or before such later date as the Mortgagee may agree in writing) the document in the form and substance of schedule 1.
IRREVOCABLE DIRECTION. Tenant hereby irrevocably directs the contracting party to, or grantor or licensor of, any such Assigned Contract and Permit, to the extent not prohibited by either such Assigned Contract and Permit or applicable law, or to the extent permitted under any recognition or other agreement executed by such grantor or licensor, upon demand and after (i) notice from Landlord of an event of default under the Operating Lease (continuing beyond applicable notice and cure periods) or (ii) any exercise of Bank’s rights under the Landlord Collateral Assignment Bank, to recognize and accept Landlord as the holder of such Assigned Contract and Permit for any and all purposes as fully as it would recognize and accept Tenant and the performance of Tenant thereunder. Tenant does hereby constitute and appoint Landlord, while this Collateral Assignment remains in force and effect, irrevocably, and with full power of substitution and revocation, its true and lawful attorney for and in its name, place and stead, after the occurrence and during the continuance of such an Event of Default, to demand and enforce compliance with all the terms and conditions of the Assigned Contracts and Permits and all benefits accrued thereunder, whether at law, in equity or otherwise.
IRREVOCABLE DIRECTION. Member City has, pursuant to the Direction Letter, irrevocably instructed SCE to remit to Collateral Agent all payments due or to become due in respect of the Receivables unless and until both Collateral Agent, at the direction of the Required Secured Creditors, and Member City direct otherwise in writing. The Collateral shall be collected by Collateral Agent from SCE pursuant to the Direction Letter. Member City shall periodically take such additional measures as may be commercially reasonable to cause SCE or Customers to make all payments due to Member City into the Lockbox Account designated in the Direction Letter. All invoices issued by or on behalf of Member City shall direct payment into the Lockbox Account designated in the Direction Letter. Member City shall provide Collateral Agent with such proof of compliance with this Section 5.1 as Collateral Agent may reasonably request from time to time. Without the prior written consent of Collateral Agent (acting at the written direction of the Required Secured Creditors), Member City shall not (a) terminate, amend, revoke or modify such payment instructions to SCE or Customers or (b) direct or cause, directly or indirectly, SCE or any Customer to make any payments except in accordance with such payment instructions. The parties agree that if any such payments, or any other Proceeds of Collateral, are received by Member City, (i) they shall be held in trust by Member City for the benefit of the Collateral Agent, (ii) Member City shall as promptly as possible remit or deliver same to Collateral Agent for application as provided herein,
