Common use of Payment Directions Clause in Contracts

Payment Directions. Loyalty Program Partner agrees to remit any and all Loyalty Program Revenues as and when required by the Loyalty Program Agreement directly to the account specified on Exhibit B12 hereto (“Default Payment Method”) or to such other person, entity or account as shall be specified from time to time by Collateral Agent to Loyalty Program Partner in writing (“Payment Directions”). Until this Agreement terminates in accordance with Section ‎9(a) hereof, Loyalty Program Partner may not remit any Loyalty Program Revenues in accordance with any instructions delivered to Loyalty Program Partner by Credit Party or any other Person, unless Collateral Agent so instructs Loyalty Program Partner in writing. Collateral Agent will provide Credit Party with notice of any Payment Directions or other instructions sent to Loyalty Program Partner pursuant to this Section ‎3 that direct payments other than in accordance with the Default Payment Method. In no event shall Loyalty Program Partner be required to remit the cash value of any services it is required to provide to Credit Party in-kind under the Loyalty Program Agreement, unless required pursuant to the terms of the Loyalty Program Agreement. Credit Party acknowledges and agrees that Loyalty Program Partner may unconditionally rely on any written notice from Collateral Agent (i) directing payment of Loyalty Program Revenues in accordance with the preceding paragraph (such Payment Directions assumed to be continuing until Loyalty Program Partner’s receipt of a written notice from Collateral Agent) or (ii) that provides notice that an Event of Default has occurred under the Loan Agreement until such time as Collateral Agent provides notice to Loyalty Program Partner that such Event of Default has been cured. Credit Party shall have no recourse to Loyalty Program Partner in connection with any action or inaction taken by Loyalty Program Party in reliance on any such notice believed by Loyalty Program Partner in good faith to be 12 NTD: Exhibit B to include wiring instructions to the Collection Account. genuine and signed or presented by the proper party or parties. Collateral Agent shall revoke any such Payment Directions directing payments other than in accordance with the Default Payment Method promptly after the receipt of notice from the Required Lenders that any such Event of Default has been cured, and following Loyalty Program Partner’s receipt of written notice of such revocation from Collateral Agent any additional Loyalty Program Revenues shall be remitted in accordance with the Default Payment Method. Loyalty Program Partner shall have no obligation to review or confirm that actions taken pursuant to the Payment Directions or other notice delivered by Collateral Agent to Loyalty Program Partner in accordance with this Agreement comply with any other agreement or document to which it is not a party. Any Payment Directions shall be subject to receipt by Loyalty Program Partner of IRS Form W-8 or W-9 as may be reasonably requested by Loyalty Program Partner.

Payment Directions. Loyalty Program Partner agrees to remit any and all Loyalty Program Revenues as and when required by the Loyalty Program Agreement directly to the account specified on Exhibit B12 B8 hereto (“Default Payment Method”) or to such other person, entity or account as shall be specified from time to time by Collateral Agent to Loyalty Program Partner in writing (“Payment Directions”). Until this Agreement terminates in accordance with Section ‎9(a) hereof, Loyalty Program Partner may not remit any Loyalty Program Revenues in accordance with any instructions delivered to Loyalty Program Partner by Credit Party or any other Person, unless Collateral Agent so instructs Loyalty Program Partner in writing. Collateral Agent will provide Credit Party with notice of any Payment Directions or other instructions sent to Loyalty Program Partner pursuant to this Section ‎3 that direct payments other than in accordance with the Default Payment Method. In no event shall Loyalty Program Partner be required to remit the cash value of any services it is required to provide to Credit Party in-kind under the Loyalty Program Agreement, unless required pursuant to the terms of the Loyalty Program Agreement. Credit Party acknowledges and agrees that Loyalty Program Partner may unconditionally rely on any written notice from Collateral Agent (i) directing payment of Loyalty Program Revenues in accordance with the preceding paragraph (such Payment Directions assumed to be continuing until Loyalty Program Partner’s receipt of a written notice from Collateral Agent) or (ii) that provides notice that an Event of Default has occurred under the Loan Agreement until such time as Collateral Agent provides notice to Loyalty Program Partner that such Event of Default has been cured. Credit Party shall have no recourse to Loyalty Program Partner in connection with any action or inaction taken by Loyalty Program Party in reliance on any such notice believed by Loyalty Program Partner in good faith to be 12 NTD: Exhibit B to include wiring instructions to the Collection Account. genuine and signed or presented by the proper party or parties. Collateral Agent shall revoke any such Payment Directions directing payments other than in accordance with the Default Payment Method 8 NTD: Exhibit B to include wiring instructions to the Collection Account. promptly after the receipt of notice from the Required Lenders that any such Event of Default has been cured, and following Loyalty Program Partner’s receipt of written notice of such revocation from Collateral Agent any additional Loyalty Program Revenues shall be remitted in accordance with the Default Payment Method. Loyalty Program Partner shall have no obligation to review or confirm that actions taken pursuant to the Payment Directions or other notice delivered by Collateral Agent to Loyalty Program Partner in accordance with this Agreement comply with any other agreement or document to which it is not a party. Any Payment Directions shall be subject to receipt by Loyalty Program Partner of IRS Form W-8 or W-9 as may be reasonably requested by Loyalty Program Partner.

Payment Directions. Loyalty Program Partner agrees to remit any and all Loyalty Program Revenues as and when required by the Loyalty Program Agreement directly to the account specified on Exhibit B12 B8 hereto (“Default Payment Method”) or to such other person, entity or account as shall be specified from time to time by Collateral Agent to Loyalty Program Partner in writing (“Payment Directions”). Until this Agreement terminates in accordance with Section ‎9(a9(a) hereof, Loyalty Program Partner may not remit any Loyalty Program Revenues in accordance with any instructions delivered to Loyalty Program Partner by Credit Party or any other Person, unless Collateral Agent so instructs Loyalty Program Partner in writing. Collateral Agent will provide Credit Party with notice of any Payment Directions or other instructions sent to Loyalty Program Partner pursuant to this Section ‎3 3 that direct payments other than in accordance with the Default Payment Method. In no event shall Loyalty Program Partner be required to remit the cash value of any services it is required to provide to Credit Party in-kind under the Loyalty Program Agreement, unless required pursuant to the terms of the Loyalty Program Agreement. Credit Party acknowledges and agrees that Loyalty Program Partner may unconditionally rely on any written notice from Collateral Agent (i) directing payment of Loyalty Program Revenues in accordance with the preceding paragraph (such Payment Directions assumed to be continuing until Loyalty Program Partner’s receipt of a written notice from Collateral Agent) or (ii) that provides notice that an Event of Default has occurred under the Loan Agreement until such time as Collateral Agent provides notice to Loyalty Program Partner that such Event of Default has been cured. Credit Party shall have no recourse to Loyalty Program Partner in connection with any action or inaction taken by Loyalty Program 8 NTD: Exhibit B to include wiring instructions to the Collection Account. Party in reliance on any such notice believed by Loyalty Program Partner in good faith to be 12 NTD: Exhibit B to include wiring instructions to the Collection Account. genuine and signed or presented by the proper party or parties. Collateral Agent shall revoke any such Payment Directions directing payments other than in accordance with the Default Payment Method promptly after the receipt of notice from the Required Lenders that any such Event of Default has been cured, and following Loyalty Program Partner’s receipt of written notice of such revocation from Collateral Agent any additional Loyalty Program Revenues shall be remitted in accordance with the Default Payment Method. Loyalty Program Partner shall have no obligation to review or confirm that actions taken pursuant to the Payment Directions or other notice delivered by Collateral Agent to Loyalty Program Partner in accordance with this Agreement comply with any other agreement or document to which it is not a party. Any Payment Directions shall be subject to receipt by Loyalty Program Partner of IRS Form W-8 or W-9 as may be reasonably requested by Loyalty Program Partner.