Payment Direction Letters. (a) At the Closing, the Company shall deliver to each Counterparty (other than Merck and Incyte) a duly executed Payment Direction Letter in accordance with the notice provisions of the applicable Covered License Agreement and also by e-mail (with the Payment Direction Letter attached thereto as a PDF attachment), and such e-mail shall include a request that each such Counterparty confirm receipt thereof by e-mail reply. The Sellers shall not amend any Payment Direction Letter or deliver any subsequent payment direction or instruction letter to a Counterparty without the prior written consent of the Purchaser (not to be unreasonably withheld, conditioned or delayed).
Payment Direction Letters. With respect to each Eligible Asset to be added to the Collateral in connection with such Loan, Borrower shall deliver to the Administrative Agent a payment direction letter, substantially in the form of Exhibit L hereto, from Borrower to the applicable Underlying Borrower (or, if applicable, any servicer with respect to such Pledged Asset or, if applicable for any Mezzanine Loan, the servicer, deposit bank or other agent administering the cash management account for the related mortgage loan) instructing the Underlying Borrower (or such servicer, deposit bank or other agent, if applicable) to remit all Income that is payable or required to be remitted to Borrower, as the holder of such Pledged Asset, to the Clearing Account or as otherwise directed in a written notice signed by Administrative Agent.
Payment Direction Letters. On the Funding Date, a portion of the Cash Consideration equal to the amount to be paid to the Seller's creditors pursuant to those certain Payment Direction Letters attached hereto as Exhibit 4.5, shall be paid by the Buyer directly to such creditors in order that Seller may discharge its indebtedness to such creditors and transfer the Purchased Contracts free of all Liens. ARTICLE V
