Common use of Direct Payment Clause in Contracts

Direct Payment. Notwithstanding anything to the contrary contained in this Agreement or the Notes, in the case of any Note owned by you or your nominee or owned by any subsequent Institutional Holder which has given written notice to the Constituent Companies requesting that the provisions of this e2.5 shall apply, the Constituent Companies will punctually pay when due the principal thereof, interest thereon and premium, if any, due with respect to said principal, without any presentment thereof, directly to you, to your nominee or to such subsequent Institutional Holder at your address or your nominee's address set forth in Schedule I hereto or such other address as you, your nominee or such subsequent Institutional Holder may from time to time designate in writing to the Constituent Companies or, if a bank account with a United States bank is designated for you or your nominee on Schedule I hereto or in any written notice to the Constituent Companies from you, from your nominee or from any such subsequent Institutional Holder, the Constituent Companies will make such payments in immediately available funds to such bank account, no later than 12:00 p.m. New York, New York, time on the date due, marked for attention as indicated, or in such other manner or to such other account in any United States bank as you, your nominee or any such subsequent Institutional Holder may from time to time direct in writing. If for any reason whatsoever the Constituent Companies do not make any such payment by such 12:00 p.m. transmittal time, such payment shall be deemed to have been made on the next following Business Day and such payment shall bear interest at the Overdue Rate as provided herein.

Direct Payment. Notwithstanding anything to the contrary contained in this Agreement or the NotesNote, in case the case of any Note is owned by you the Purchaser or your its nominee (or owned by any subsequent Institutional Holder which other institutional holder who has given written notice to the Constituent Companies Company requesting that the provisions provision of this e2.5 Section 2.4 shall apply), the Constituent Companies Company will promptly and punctually pay when due the principal thereof, thereof and interest thereon and premium, if any, due with respect to said principalthereon, without any presentment thereof, thereof directly to you, to your nominee such Purchaser or to such subsequent Institutional Holder holder at your the address of such Purchaser or your nominee's address set forth in Schedule I hereto or at such other address as you, your nominee such Purchaser or such subsequent Institutional Holder holder may from time to time designate in writing to the Constituent Companies Company or, if a bank account with a United States bank is designated for you or your nominee on Schedule I hereto the Purchaser or in any written notice to the Constituent Companies Company from you, from your nominee such Purchaser or from any such subsequent Institutional Holderholder, the Constituent Companies Company will make such payments in immediately available funds to such bank account, no later than 12:00 p.m. New York, New York, time on the date due, marked for attention as indicated, or in such other manner or to such other account of such Purchaser or such holder in any bank in the United States bank as you, your nominee such Purchaser or any such subsequent Institutional Holder holder may from time to time direct in writing. If for The holder of any reason whatsoever Note to which this Section 2.4 applies agrees that in the Constituent Companies do not make event it shall sell or transfer any such Note it will (A) prior to the delivery of such Note make a notation thereon of all principal, if any, prepaid thereon and of the date to which interest has been paid thereon, and (B) promptly notify the Company in writing of the name and address of the transferee of the Note so transferred. To the extent this Section 2.4 applies, the Company shall be entitled to presume conclusively that the original or such subsequent institutional holder as shall have requested the provisions hereof to apply to its Note remains the holder of such Note until (1) the Company shall have received from the transferor thereof written notice of the transfer of such Note and of the name and address of the transferee, or (2) such Note shall have been presented to the Company as evidence of the transfer. The Purchaser agrees, and any subsequent holder requesting direct payment pursuant to this Section 2.4 shall by such 12:00 p.m. transmittal time, such requesting direct payment shall be deemed to have been made on agreed, to return the next Note to the Company promptly following Business Day and such the final payment shall bear interest at the Overdue Rate as provided hereinthereof.

Direct Payment. Notwithstanding anything to the contrary contained herein or in this Agreement or the Amended Notes, in the case of any Note owned by you or your nominee or owned by any subsequent Institutional Holder which has given written notice but subject to the Constituent Companies requesting that terms of the provisions of this e2.5 shall applyIntercreditor Agreement, the Constituent Companies Company will punctually pay when due pay, or will direct the principal thereofCollateral Agent to pay, interest thereon and premium, if any, due all amounts payable with respect to said principal, each Amended Note held by an Institutional Investor (without any presentment thereofof such Amended Notes and without any notation of such payment being made thereon) by crediting (prior to 11:00 a.m. local time of such Institutional Investor's bank), directly to youby federal funds bank wire transfer, to your nominee or to the account of such subsequent Institutional Holder at your address or your nominee's address set forth Investor in Schedule I hereto or such other address any bank in the United States of America as you, your nominee or such subsequent Institutional Holder may from time to time designate be designated in writing to the Constituent Companies or, if a bank account with a United States bank is designated for you or your nominee on Schedule I hereto or in any written notice to the Constituent Companies from you, from your nominee or from any by such subsequent Institutional Holder, the Constituent Companies will make such payments in immediately available funds to such bank account, no later than 12:00 p.m. New York, New York, time on the date due, marked for attention as indicatedInvestor, or in such other manner as may be reasonably directed or to such other account address in any the United States bank of America as you, your nominee or any such subsequent Institutional Holder may from time to time direct be reasonably designated in writing. If for any reason whatsoever the Constituent Companies do not make any such payment writing by such 12:00 p.m. transmittal time, such payment shall Institutional Investor. Your address on Annex 1 hereto will be deemed to constitute notice, direction or designation (as appropriate) to the Company with respect to direct payments as aforesaid. In all other cases, all amounts payable with respect to each Amended Note will be made by check mailed and addressed to the registered holder of each Amended Note at the address shown in the register maintained by the Company pursuant to Section 8.3 hereof. Each holder of Amended Notes agrees that, in the event it shall sell or transfer any Amended Note, it shall: (a) prior to the delivery of such Amended Note, make a notation thereon of all principal, if any, prepaid on such Amended Note and shall also note thereon the date to which interest shall have been made paid on such Amended Note; and (b) promptly notify the next following Business Day Company of the name and address of the transferee of any such payment shall bear interest at Amended Note so transferred and the Overdue Rate as provided hereineffective date of such transfer.

Direct Payment. Notwithstanding anything to the contrary contained in this Agreement or the Notes, in the case of any Note owned by you or your nominee or owned by any subsequent Institutional Holder which has given written notice to the Constituent Companies Company requesting that the provisions of this e2.5 Section2.6 shall apply, the Constituent Companies Company will punctually pay when due the principal thereof, interest thereon and premium, if any, due with respect to said principal, without any presentment thereof, except that upon written request of the Company made concurrently with or reasonably promptly after payment or prepayment in full of any Note, you shall surrender such Note for cancellation, reasonably promptly after any such request, to the Company at its principal executive office or at the place of payment most recently designated by the Company pursuant to Section9.6. Prior to any sale or other disposition of any Note held by you or your nominee you will, at your election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Company in exchange for a new Note or Notes pursuant to Section9.2. All payments of principal, interest and premium, if any, to which this Section2.6 shall apply, shall be paid by the Company directly to you, to your nominee or to such subsequent Institutional Holder at your address or your nominee's address set forth in Schedule I hereto or such other address as you, your nominee or such subsequent Institutional Holder may from time to time designate in writing to the Constituent Companies Company or, if a bank account with a United States bank is designated for you or your nominee on Schedule I hereto or in any written notice to the Constituent Companies Company from you, from your nominee or from any such subsequent Institutional Holder, the Constituent Companies Company will make such payments in immediately available funds to such bank account, no later than 12:00 p.m. New YorkNoon Chicago, New York, Illinois time on the date due, marked for attention as indicated, or in such other manner or to such other account in any United States bank as you, your nominee or any such subsequent Institutional Holder may from time to time direct in writing. If for any reason whatsoever the Constituent Companies do not make any such payment by such 12:00 p.m. transmittal time, such payment shall be deemed to have been made Payments received on the next following Business Day and such payment date due shall bear interest at the coupon rate applicable to the Notes. Payments received on a date after the date due shall bear interest at the Overdue Rate as provided hereinfor the period from and after the date due to and including the date actually paid. .

Direct Payment. Notwithstanding anything to the contrary contained in this Agreement or the Notes, in the case of any Note owned by you the Purchaser or your its nominee or owned by any subsequent Institutional Holder which other institutional holder who has given written notice to the Constituent Companies Company requesting that the provisions of this e2.5 Section shall apply, the Constituent Companies Company will promptly and punctually pay when due the principal thereof, interest thereon thereof and premium, if any, due with respect to said principaland interest thereon, without any presentment thereof, thereof directly to you, to your nominee the Purchaser or to such subsequent Institutional Holder holder at your the address or your nominee's address of the Purchaser set forth in Schedule I hereto 1 or at such other address as you, your nominee the Purchaser or such subsequent Institutional Holder holder may from time to time designate in writing to the Constituent Companies Company or, if a bank account with a United States bank is designated for you or your nominee the Purchaser on Schedule I hereto or in any written notice to the Constituent Companies Company from you, from your nominee the Purchaser or from any such subsequent Institutional Holderholder, the Constituent Companies Company will make such payments in immediately available funds to such bank account, no later than 12:00 p.m. New York, New York, time on the date due, marked for attention as indicated, or in such other manner or to such other account of the Purchaser or such holder in any bank in the United States bank as you, your nominee the Purchaser or any such subsequent Institutional Holder holder may from time to time direct in writing. If for The holder of any reason whatsoever Notes to which this Section applies agrees that in the Constituent Companies do not make event it shall sell or transfer any such payment by Notes it will, prior to the delivery of such 12:00 p.m. transmittal timeNotes (unless it has already done so), make a notation thereon of all principal, if any, prepaid on such payment Notes and will also note thereon the date to which interest has been paid on such Notes. With respect to Notes to which this Section applies, the Company shall be deemed entitled to presume conclusively that the original or such subsequent institutional holder as shall have requested the provisions hereof to apply to its Notes remains the holder of such Notes until (1) the Company shall have received notice of the transfer of such Notes, and of the name and address of the transferee, or (2) such Notes shall have been made on presented to the next following Business Day and such payment shall bear interest at Company as evidence of the Overdue Rate as provided hereintransfer.

Direct Payment. Notwithstanding anything to the contrary contained in this Agreement or the Notes, in the case of any Note owned by you Lender, or your nominee or owned by any subsequent Institutional Holder which a Noteholder who has given written notice to the Constituent Companies Company requesting that the provisions of this e2.5 Section shall apply, the Constituent Companies Company will promptly and punctually pay when due the principal thereof, interest thereon thereof and premium, if any, due with respect to said principaland interest thereon, without any presentment thereof, directly to you, to your nominee such Lender or to Noteholder or such subsequent Institutional Holder holder at your the address of such Lender or your nominee's address Noteholder set forth in Schedule I hereto 4.4 or at such other address as you, your nominee such Lender or Noteholder or such subsequent Institutional Holder holder may from time to time designate in writing to the Constituent Companies Company or, if a bank account with a United States bank is designated for you such Lender or your nominee Noteholder on Schedule I 4.4 hereto or in any written notice to the Constituent Companies Company from you, from your nominee such Lender or from Noteholder or any such subsequent Institutional Holderholder, the Constituent Companies Company will make such payments in by wire transfer, no later than 11:00 a.m. Central time on the day of payment, of immediately available funds to such bank account, no later than 12:00 p.m. New York, New York, time on the date due, marked for attention as indicated, or in such other manner or to such other account of such Lender or Noteholder or such holder in any bank in the United States bank as you, your nominee the Lender or Noteholder or any such subsequent Institutional Holder holder may from time to time direct in writing. If for The holder of any reason whatsoever Note to which this Section applies agrees that in the Constituent Companies do not make event it shall sell or transfer any such payment by Note (other than the sale of participations in the Note) (i) it will, prior to the delivery of such 12:00 p.m. transmittal timeNote (unless it has already done so), make a notation thereon of all principal, if any, prepaid on such payment Note and will also note thereon the date to which interest has been paid on such Note, and (ii) it will promptly notify the Company of the name and address of the transferee of any Note so transferred. With respect to the Notes to which this Section applies, the Company shall be deemed entitled to presume conclusively that the original or such subsequent institutional holder as shall have requested the provisions hereof to apply to its Note remains the holder of such Note until (y) the Company shall have received notice of the transfer of such Note, and of the name and address of the transferee, or (z) such Note shall have been made on presented to the next following Business Day and such payment shall bear interest at Company as evidence of the Overdue Rate as provided hereintransfer.

Direct Payment. Notwithstanding anything to the contrary contained in this Agreement or the Notes, in the case of any Note owned by you a Purchaser or your its nominee or owned by any subsequent Institutional other Qualified Holder which who has given written notice to the Constituent Companies Company requesting that the provisions of this e2.5 Section shall apply, the Constituent Companies Company will promptly and punctually pay when due the principal thereof, interest thereon thereof and premium, if any, due with respect to said principaland interest thereon, without any presentment thereof, thereof (except as set forth in the immediately succeeding sentence) directly to you, to your nominee such Purchaser or to such subsequent Institutional Qualified Holder at your the address or your nominee's address of such Purchaser set forth in Schedule I hereto or at such other address as you, your nominee such Purchaser or such subsequent Institutional Qualified Holder may from time to time designate in writing to the Constituent Companies Company or, if a bank account with a United States bank is designated for you or your nominee such Purchaser on Schedule I hereto or in any written notice to the Constituent Companies Company from you, from your nominee such Purchaser or from any such subsequent Institutional Qualified Holder, the Constituent Companies Company will make such payments in immediately available funds to such bank account, no later than 12:00 p.m. New York, New York, time on the date due, marked for attention as indicated, or in such other manner or to such other account of such Purchaser or such Qualified Holder in any bank in the United States bank as you, your nominee such Purchaser or any such subsequent Institutional Qualified Holder may from time to time direct in writing. If for The holder of any reason whatsoever Note agrees that upon the Constituent Companies do not make payment in full of the outstanding principal amount of, premium, if any, and interest on such Note, such holder shall, at the request of the Company, surrender such Note at the office of the Company where the Note Register is kept pursuant to 9.1. The holder of any Notes to which this Section applies agrees that in the event it shall sell or transfer any such payment by Notes (i) it will, prior to the delivery of such 12:00 p.m. transmittal timeNotes (unless it has already done so), make a notation thereon of all principal, if any, prepaid on such payment Notes and will also note thereon the date to which interest has been paid on such Notes, and (ii) it will promptly notify the Company of the name and address of the transferee of any Notes so transferred. As used in this 2.6 the term "Qualified Holder" shall be deemed to have been made on mean a holder of not less than 5% of the next following Business Day and such payment shall bear interest at then outstanding principal amount of the Overdue Rate as provided hereinNotes.

Direct Payment. Notwithstanding anything to the contrary contained in this Agreement or the Notes, in the case of any Note owned by you a Purchaser or your its nominee or owned by any subsequent Institutional Holder which other institutional holder who has given written notice to the Constituent Companies Company requesting that the provisions of this e2.5 Section shall apply, the Constituent Companies will Company will, by 11 A.M. New York time, punctually pay when due the principal thereof, interest thereon thereof and premium, if any, due with respect to said principaland interest thereon, without any presentment thereof, directly to you, to your nominee such Purchaser or to such subsequent Institutional Holder holder at your the address or your nominee's address of' such Purchaser set forth in Schedule I hereto or at such other address as you, your nominee such Purchaser or such subsequent Institutional Holder holder may from time to time designate in writing to the Constituent Companies Company (not less than five (5) days prior to the next payment) or, if a bank account with a United States bank is designated for you or your nominee such Purchaser on Schedule I hereto or in any written notice to the Constituent Companies Company from you, from your nominee such Purchaser or from any such subsequent Institutional Holderholder (not less than five (5) days prior to the next payment), the Constituent Companies Company will make such payments in immediately available funds to such bank account, no later than 12:00 p.m. New York, New York, time on the date due, marked for attention as indicated, or in such other manner or to such other account of such Purchaser or such holder in any bank in the United States bank as you, your nominee the Purchaser or any such subsequent Institutional Holder holder may from time to time direct in writingwriting (not less than five (5) days prior to the next payment). If for The holder of any reason whatsoever Notes to which this Section applies agrees that in the Constituent Companies do not make event it shall sell or transfer any such payment by Notes (i) it will, prior to the delivery of such 12:00 p.m. transmittal timeNotes (unless it has already done so), make a notation thereon of all principal, if any, prepaid on such payment Notes and will also note thereon the date to which interest has been paid on such Notes, and (ii) it will promptly notify the Company of the name and address of the transferee of any Notes so transferred. With respect to Notes to which this Section applies, the Company shall be deemed entitled to presume conclusively that the original or such subsequent institutional holder as shall have requested the provisions hereof to apply to its Notes remains the holder of such Notes until (y) the Company shall have received written notice of the transfer of such Notes, and of the name and address of the transferee, or (z) such Notes shall have been made on presented to the next following Business Day and such payment Company as evidence of the transfer, whichever shall bear interest at the Overdue Rate as provided hereinoccur earlier.

Direct Payment. Notwithstanding anything to the contrary contained in this Agreement or the Notes, in the case of any Note owned by you any Purchaser or your its nominee or owned by any subsequent other Institutional Holder of 5% or more in aggregate outstanding principal amount of the Notes or which has acquired 100% of the outstanding Notes originally issued to an Initial Holder which has given written notice to the Constituent Companies Company requesting that the provisions of this e2.5 2.5 shall apply, the Constituent Companies Company will promptly and punctually pay when due the principal thereof, interest thereon thereof and premium, if any, due with respect to said principaland interest thereon, without any presentment thereof, thereof directly to you, to your nominee such Purchaser or to such subsequent Institutional Holder at your the address or your nominee's address of such Purchaser set forth in Schedule I hereto or at such other address as you, your nominee such Purchaser or such subsequent Institutional Holder may from time to time designate in writing to the Constituent Companies Company or, if a bank account with a United States bank is designated for you or your nominee such Purchaser on Schedule I hereto or in any written notice to the Constituent Companies Company from you, from your nominee such Purchaser or from any such subsequent Institutional Holder, the Constituent Companies Company will make such payments in immediately available funds to such bank account, no later than 12:00 p.m. New York, New York, time on the date due, marked for attention as indicated, or in such other manner or to such other account of such Purchaser or such holder in any bank in the United States bank as you, your nominee such Purchaser or any such subsequent Institutional Holder may from time to time direct in writing. If for any reason whatsoever With respect to Notes to which this 2.5 applies, the Constituent Companies do not make any such payment by such 12:00 p.m. transmittal time, such payment Company shall be deemed entitled to presume conclusively that the original or such subsequent Institutional Holder as shall have requested the provisions hereof to apply to its Notes remains the holder of such Notes until (1) the Company shall have received notice of the transfer of such Notes, and the name and address of the transferee, or (2) such Notes shall have been made on presented to the next following Business Day and such payment shall bear interest at Company as evidence of the Overdue Rate as provided hereintransfer.

Direct Payment. Notwithstanding anything to the contrary contained in this Agreement or the NotesNote, in case the case of any Note owned is held by you the Purchaser or your its nominee (or owned held by any subsequent Institutional Holder which other institutional holder who has given written notice to the Constituent Companies Company requesting that the provisions provision of this e2.5 Section 2.4 shall apply), the Constituent Companies Company will promptly and punctually pay when due the principal thereof, thereof and interest thereon and premium, if any, due with respect to said principalthereon, without any presentment thereof, thereof directly to you, to your nominee such Purchaser or to such subsequent Institutional Holder holder, at your the address of such Purchaser or your nominee's address set forth in Schedule I hereto or at such other address as you, your nominee such Purchaser or such subsequent Institutional Holder holder may from time to time designate in writing to the Constituent Companies Company or, if a bank account with a United States bank is designated for you or your nominee on Schedule I hereto the Purchaser or in any written notice to the Constituent Companies Company from you, from your nominee such Purchaser or from any such subsequent Institutional Holderholder, the Constituent Companies Company will make such payments in immediately available funds and in U.S. Dollars to such bank account, no later than 12:00 p.m. New York, New York, time on the date due, marked for attention as indicated, or in such other manner or to such other account of such Purchaser or such holder in any bank in the United States bank as you, your nominee such Purchaser or any such subsequent Institutional Holder holder may from time to time direct in writing. If for The holder of any reason whatsoever Note to which this Section 2.4 applies agrees that in the Constituent Companies do not make event it shall sell or transfer any such Note it will (A) prior to the delivery of such Note make a notation thereon of all principal, if any, prepaid thereon and of the date to which interest has been paid thereon, and (B) promptly notify the Company in writing of the name and address of the transferee of the Note so transferred. To the extent this Section 2.4 applies, the Company shall be entitled to presume conclusively that the original or such subsequent institutional holder as shall have requested the provisions hereof to apply to its Note remains the holder of such Note until (1) the Company shall have received from the transferor thereof written notice of the transfer of such Note and of the name and address of the transferee, or (2) such Note shall have been presented to the Company as evidence of the transfer. The Purchaser agrees, and any subsequent holder requesting direct payment pursuant to this Section 2.4 shall by such 12:00 p.m. transmittal time, such requesting direct payment shall be deemed to have been made on agreed, to return the next Note to the Company promptly following Business Day and such the final payment shall bear interest at the Overdue Rate as provided hereinthereof.

Direct Payment. (a) The Company will pay or cause to be paid all amounts payable with respect to any Note (without any presentment of such Note and without any notation of such payment being made thereon) by crediting (before 12:00 noon, New York City time), by Federal funds bank wire transfer in same day funds to each Holder's account in any bank in the United States as may be designated and specified in writing by such Holder at least two Business Days prior thereto. Each Purchaser's initial bank account for this purpose is on Schedule 1.1. (b) Notwithstanding anything to the contrary contained in this Agreement or the Notes, in the case of if any Note owned by you or your nominee or owned by any subsequent Institutional Holder which has given written notice to the Constituent Companies requesting that the provisions of this e2.5 shall apply, the Constituent Companies will punctually pay when due the principal thereof, interest thereon and premium, if any, due amount payable with respect to said principala Note is payable, without any presentment thereofat maturity, directly to youupon redemption or otherwise, to your nominee or to on a Legal Holiday, then the Company shall pay such subsequent Institutional Holder at your address or your nominee's address set forth in Schedule I hereto or such other address as you, your nominee or such subsequent Institutional Holder may from time to time designate in writing to the Constituent Companies or, if a bank account with a United States bank is designated for you or your nominee on Schedule I hereto or in any written notice to the Constituent Companies from you, from your nominee or from any such subsequent Institutional Holder, the Constituent Companies will make such payments in immediately available funds to such bank account, no later than 12:00 p.m. New York, New York, time on the date due, marked for attention as indicated, or in such other manner or to such other account in any United States bank as you, your nominee or any such subsequent Institutional Holder may from time to time direct in writing. If for any reason whatsoever the Constituent Companies do not make any such payment by such 12:00 p.m. transmittal time, such payment shall be deemed to have been made amount on the next following succeeding Business Day, and interest shall accrue on such amount until the date on which such amount is paid and payment of such accrued interest shall be made concurrently with the payment of such amount; provided that the Company may elect to pay in full (but not in part) any such amount on the last Business Day prior to the date such payment otherwise would be due, and no such additional interest shall accrue on such amount. Notwithstanding anything to the contrary contained in the Notes, if any interest payable with respect to a Note is payable on a Legal Holiday, then the Company shall pay such interest on the next succeeding Business Day, and such extension of time shall be included in the computation of the interest payment, provided that the Company may elect to pay in full (but not in part) any such interest on the last Business Day prior to the date such payment otherwise would be due, and such diminution in time shall bear be included in the computation of the interest at payment. (c) Each (i) payment or prepayment of principal of the Overdue Rate as provided hereinNotes, (ii) payment of interest on the Notes and (iii) payment of consent fees and other amounts paid in respect of the Notes in accordance with this Agreement and the Notes, shall be allocated pro rata among the Holders in accordance with the respective principal amounts of their Notes.

Direct Payment. Notwithstanding anything to the contrary contained in this Agreement or the Notes, in the case of any Note owned by you or your nominee or owned by any subsequent Institutional Holder which has given written notice to the Constituent Companies Company requesting that the provisions of this e2.5 Section 2.6 shall apply, the Constituent Companies Company will punctually pay when due the principal thereof, interest thereon and premium, if any, Make-Whole Amount due with respect to said principal, without any presentment thereof, directly to you, to your nominee or to such subsequent Institutional Holder at your address or your nominee's address set forth in Schedule I hereto or such other address as you, your nominee or such subsequent Institutional Holder may from time to time designate in writing to the Constituent Companies Company or, if a bank account with a United States bank is designated for you or your nominee on Schedule I hereto or in any written notice to the Constituent Companies Company from you, from your nominee or from any such subsequent Institutional Holder, the Constituent Companies Company will make such payments in immediately available funds to such bank account, no later than 12:00 p.m. 11:00 a.m. New York, New York, York time on the date due, marked for attention as indicated, or in such other manner or to such other account in any United States bank as you, your nominee or any such subsequent Institutional Holder may from time to time direct in writing. If for any reason whatsoever the Constituent Companies do Company does not make any such payment by such 12:00 p.m. 11:00 a.m. transmittal time, such payment shall be deemed to have been made on the next following Business Day and such payment shall bear interest at the Overdue Rate Rate. The holder of any Note to which this Section applies agrees that if it shall sell or transfer any Note it will, before the delivery of the Note (unless it has already done so), make a notation on it of all principal, if any, prepaid on the Note and will also note on it the date to which interest has been paid on the Note. With respect to each Note to which this Section applies, the Company shall be entitled to presume conclusively that the original or such subsequent Institutional Holder that shall have requested the provisions of this Section to apply to the Note remains the holder of the Note until (y) the Company shall have received written notice of the transfer of the Note, and of the name and address of the transferee, or (z) the Note shall have been presented to the Company as provided hereinevidence of the transfer. At such time as the Note shall have been paid in full, the holder of it shall, upon the written request of the Company, return the Note to the Company with proper notation as to payment in full.

Direct Payment. Notwithstanding anything to the contrary contained in this Agreement Section 1.5 or Section 12.2 or in the Notes, in the case of any Note owned by you a Purchaser or your its nominee or owned by any subsequent Institutional Holder which other holder of the Notes who has given written notice to the Constituent Companies Company requesting that the provisions of this e2.5 Section 2.7 shall apply, the Constituent Companies will Company shall promptly and punctually pay or cause any Paying Agent to pay, when due due, the principal thereof, interest thereon and premiumthereon, or Prepayment Call Price or Change in Control Event Prepayment Price with respect thereto, if any, due with respect to said principal, without any presentment thereof, directly to you, to your nominee such Purchaser or to such subsequent Institutional Holder holder at your the address or your nominee's address of such Purchaser set forth in Schedule I hereto or at such other address as you, your nominee such Purchaser or such subsequent Institutional Holder holder may from time to time designate in writing to the Constituent Companies Company or, if a bank account with a United States bank is designated for you or your nominee such Purchaser on Schedule I hereto or in any written notice to the Constituent Companies Company from you, from your nominee such Purchaser or from any such subsequent Institutional Holderholder, the Constituent Companies will Company shall make such payments in current and immediately available funds which at the time of payment shall be legal tender in the United States of America for the payment of public and private debts to such bank account, no later than 12:00 p.m. New York, New York, time on the date due, marked for attention as indicated, or in such other manner or to such other account of such Purchaser or such holder in any bank in the United States bank as you, your nominee the Purchaser or any such subsequent Institutional Holder holder may from time to time direct in writing. If for ; provided, however, that any reason whatsoever Note paid or prepaid in full shall promptly be surrendered to the Constituent Companies do not make any Company at its principal executive office at ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or, if applicable, at the office or agency maintained pursuant to Section 1.5, upon such payment or prepayment. The holder of any Notes to which this Section 2.7 applies agrees that it shall make a notation thereon of all principal, if any, prepaid in part on such Notes and shall also note thereon the date to which interest has been paid on such Notes and that if requested by the Company or any Paying Agent, shall verify to the Company and any Paying Agent such 12:00 p.m. transmittal timenotations on the Notes by the delivery in the manner contemplated by Section 12.8 of a photocopy of such notations as they appear on the Notes. With respect to Notes to which this Section 2.7 applies, such payment the Company shall be deemed entitled to presume conclusively for all purposes hereunder that the Purchaser or such subsequent holder as shall have requested the provisions hereof to apply to its Notes remains the holder of such Notes until (a) the Company shall have received from the transferor written notice of the transfer of such Notes, and of the name and address of the transferee, or (b) such Notes shall have been made on presented to the next following Business Day and such payment shall bear interest at Company as evidence of the Overdue Rate as provided hereintransfer.

Direct Payment. Notwithstanding anything any provision to the contrary contained herein or in this Agreement or the Notes with respect to place of payment, so long as GMAC shall hold any of the Notes, in the case of any Company shall pay to GMAC the interest on such Note owned by you or your nominee or owned by any subsequent Institutional Holder which has given written notice to the Constituent Companies requesting that the provisions of this e2.5 shall apply, the Constituent Companies will punctually pay when due the principal thereof, interest thereon and premium, if any, due with respect to said principal, without any presentment thereof, directly to you, to your nominee or to thereof and without notation of such subsequent Institutional Holder at your address or your nominee's address set forth in Schedule I hereto or such other address as you, your nominee or such subsequent Institutional Holder may from time to time designate in writing to the Constituent Companies orpayment being made thereon, if a bank account with a United States bank is designated for you or your nominee on Schedule I hereto GMAC or in any written notice to the Constituent Companies Company from you, from your nominee or from any such subsequent Institutional Holder, the Constituent Companies will GMAC. The Company shall make such payments in to a bank account by wire transfer of immediately available funds to such bank account, no later than 12:00 p.m. New York, New York, time on the date duefunds, marked for attention as indicated, or in such other manner or to such other account of GMAC in any bank in the United States bank as you, your nominee or any such subsequent Institutional Holder GMAC may from time to time direct in writing. If GMAC transfers any Note to a transferee in accordance with the provisions of this Agreement, the Company shall make payments to such transferee in the manner set forth in this Section 7.5 upon receipt by the Company of such information for any reason whatsoever the Constituent Companies do such transferee as was provided by GMAC pursuant to this Section 7.5 and shall not make any such payment require presentment thereof by such 12:00 p.m. transmittal timetransferee or notation thereon to be made; provided, however, that such transferee's Note is in the initial outstanding principal amount of $500,000 or more. GMAC agrees that prior to the sale or transfer of any Note by it, it shall either (a) surrender the same to the Company in exchange for a new Note in a principal amount equal to the principal amount remaining unpaid on the Note surrendered and otherwise having the same terms and provisions as the Note surrendered or (b) make the same available to the Company, at its office designated as herein provided, for notation thereon of the extent to which any payment shall be deemed to have has been made on account of the next following Business Day and principal thereof. Each holder of a Note further agrees that it shall, at any time during regular business hours, permit the Company to make appropriate notation on any Note then held by it of the amount of principal that has been paid thereon, if the Company, at least seven days prior to the date upon which such payment notation is to be made, shall bear interest at have in writing requested permission to make such notation, specifying the Overdue Rate as provided hereindate when the same is to be made.

Direct Payment. Notwithstanding anything to the contrary contained in this Agreement the Agreements or the NotesDebentures, in the case Company will pay all amounts payable with respect to any Debentures held by each holder of any Note owned by you or your nominee or owned by any subsequent Institutional Holder Debentures which has given written notice to the Constituent Companies Company (such as the written direction given in Schedule I to this Agreement) requesting that the provisions of this e2.5 Section shall apply, the Constituent Companies will punctually pay when due the principal thereof, interest thereon and premium, if any, due with respect to said principal, apply (without any presentment thereof, directly to you, to your nominee or to of such subsequent Institutional Holder at your address or your nominee's address set forth Debentures and without any notation of such payment being made thereon) by crediting the account of such holder in Schedule I hereto or such other address any bank in the United States as you, your nominee or such subsequent Institutional Holder may from time to time designate be designated in writing by such holder (accompanied by sufficient information to identify the Constituent Companies or, if a bank account source and application of such funds) with a United States bank is designated for you or your nominee good funds available on Schedule I hereto or in any written notice to the Constituent Companies from you, from your nominee or from any such subsequent Institutional Holder, the Constituent Companies will make such payments in immediately available funds to such bank account, no later than 12:00 p.m. New York, New York, time on the date due, marked for attention as indicatedpayment date, or in such other manner or to such other account address in any the United States bank as youmay be designated in writing by such holder. The holder of any of the Debentures to which this Section applies agrees (A) that in the event it shall sell or transfer any of the Debentures, your nominee prior to the delivery of such Debentures to the purchaser or any transferee (a) it will (i) make a proper notation thereon of the portion of the Debenture which has been redeemed, or (ii) surrender the Debenture in exchange for a new Debenture representing the then outstanding principal amount of the Debentures being sold or disposed of and the principal amount of the Debentures held by such subsequent Institutional Holder may from time holder after such sale or disposition, and (b) it will promptly notify the Company of the name and address of the transferee of the Debentures being sold or disposed of; and (B) to time direct in writing. If indemnify the Company for any reason whatsoever losses incurred by the Constituent Companies do not make any Company as a direct result of such holder's failure to comply with the requirements of clause (A) above. Any person to whom this Section 4.1 applies agrees that Debentures which are redeemed in full or paid on maturity will be surrendered to the Company against such payment by such 12:00 p.m. transmittal time, such payment shall be deemed to have been made on in accordance with the next following Business Day and such payment shall bear interest at terms of the Overdue Rate as provided hereinAgreements.

Direct Payment. Notwithstanding anything to the contrary contained in this Agreement or the Notes, in the case of any Note owned by you a Purchaser or your its nominee or owned by any subsequent Institutional Holder which other institutional holder who has given written notice to the Constituent Companies Company requesting that the provisions of this e2.5 Section shall apply, the Constituent Companies Company will promptly and punctually pay when due the principal thereof, interest thereon thereof and premium, if any, due with respect to said principaland interest thereon, without any presentment thereof, thereof directly to you, to your nominee such Purchaser or to such subsequent Institutional Holder holder at your the address or your nominee's address of such Purchaser set forth in Schedule I hereto or at such other address as you, your nominee such Purchaser or such subsequent Institutional Holder holder may from time to time designate in writing to the Constituent Companies Company or, if a bank account with a United States bank is designated for you or your nominee such Purchaser on Schedule I hereto or in any written notice to the Constituent Companies Company from you, from your nominee such Purchaser or from any such subsequent Institutional Holderholder, the Constituent Companies Company will make such payments in immediately available funds to such bank account, no later than 12:00 p.m. New York, New York, time on the date due, marked for attention as indicated, or in such other manner or to such other account of such Purchaser or such holder in any bank in the United States bank as you, your nominee the Purchaser or any such subsequent Institutional Holder holder may from time to time direct in writing. If for any reason whatsoever The Company will cause such payments to be made by noon, Eastern time, on the Constituent Companies do not make any date such payment by is due. Any such 12:00 p.m. transmittal payment which is received after noon, Eastern time, such payment shall on any business day shall, for all purposes of this Agreement and the Notes, be deemed to have been made received on the next following Business Day business day. The holder of any Notes to which this Section applies agrees that in the event it shall sell or transfer any such Notes (i) it will, prior to the delivery of such Notes (unless it has already done so), make a notation thereon of all principal, if any, prepaid on such Notes and will also note thereon the date to which interest has been paid on such payment Notes, and (ii) it will promptly notify the Company of the name and address of the transferee of any Notes so transferred. With respect to Notes to which this Section applies, the Company shall bear interest at be entitled to presume conclusively that the Overdue Rate original or such subsequent institutional holder as provided hereinshall have requested the provisions hereof to apply to its Notes remains the holder of such Notes until (y) the Company shall have received notice of the transfer of such Notes, and of the name and address of the transferee, or (z) such Notes shall have been presented to the Company as evidence of the transfer.

Direct Payment. Notwithstanding anything to the contrary contained in this Agreement or the Notes, in the case of any Note owned by you a Purchaser, Additional Purchaser or your its nominee or owned by any subsequent other Institutional Holder which who is a registered holder of Notes pursuant to §9.1 and who has given written notice to the Constituent Companies Obligors requesting that the provisions of this e2.5 Section shall apply, the Constituent Companies Obligors will promptly and punctually pay when due the principal thereof, interest thereon thereof and premium, if any, due with respect to said principaland interest thereon, without any presentment thereof, thereof directly to yousuch Purchaser, to your nominee Additional Purchaser or to such subsequent Institutional Holder holder at your the address of such Purchaser or your nominee's address Additional Purchaser set forth in Schedule I hereto or at such other address as yousuch Purchaser, your nominee Additional Purchaser or such subsequent Institutional Holder holder may from time to time designate in writing to the Constituent Companies Obligors or, if a bank account with a United States bank is designated for you such Purchaser or your nominee Additional Purchaser on Schedule I hereto or in any written notice to the Constituent Companies Obligors from yousuch Purchaser, from your nominee Additional Purchaser or from any such subsequent Institutional Holderholder, the Constituent Companies Obligors will make such payments in immediately available funds to such bank account, account no later than 12:00 p.m. New York, New York, time on the date due10:00 A.M. Chicago time, marked for attention as indicated, or in such other manner or to such other account of such Purchaser, Additional Purchaser or such holder in any bank in the United States bank as youthe Purchaser, your nominee Additional Purchaser or any such subsequent Institutional Holder holder may from time to time direct in writing. If for The holder of any reason whatsoever Notes to which this Section applies agrees that in the Constituent Companies do not make event it shall sell or transfer any such payment by Notes (i) it will, prior to the delivery of such 12:00 p.m. transmittal timeNotes (unless it has already done so), make a notation thereon of all principal, if any, prepaid on such payment Notes and will also note thereon the date to which interest has been paid on such Notes, and (ii) it will promptly notify the Obligors of the name and address of the transferee of any Notes so transferred. With respect to Notes to which this Section applies, the Obligors shall be deemed entitled to presume conclusively that the original or such subsequent Institutional Holder as shall have requested the provisions hereof to apply to its Notes remains the holder of such Notes until (y) the Obligors shall have received notice of the transfer of such Notes, and of the name and address of the transferee, or (z) such Notes shall have been made on presented to the next following Business Day and such payment shall bear interest at Obligors as evidence of the Overdue Rate as provided hereintransfer.

Direct Payment. Notwithstanding anything to the contrary contained in this Agreement Agreement, the Restated and Amended Articles of Incorporation of the Company, the Preferred Stock or the Notes, in the case of any Note Preferred Stock or Notes owned by you or your nominee or owned by any subsequent Institutional Holder other institutional holder which has given written notice to the Constituent Companies Company requesting that the provisions of this e2.5 Section shall apply, the Constituent Companies Company will promptly and punctually pay when due the principal thereof, interest thereon and premium, if any, due all amounts payable with respect to said principalsuch Preferred Stock or Notes, without any presentment thereof, directly to you, to your nominee you or to such subsequent Institutional Holder holder at your address or your nominee's address set forth in Schedule I hereto or at such other address as you, your nominee you or such subsequent Institutional Holder holder may from time to time designate in writing to the Constituent Companies Company or, if a bank account with a United States bank is designated for you or your nominee on Schedule I hereto to this Agreement or in any written notice to the Constituent Companies Company from you, from your nominee you or from any such subsequent Institutional Holderholder, the Constituent Companies Company will make such payments in immediately available funds to such bank Petroleum Heat and Power Co., Inc. Third Amendment and Restatement of Purchase Agreement account, no later than 12:00 p.m. New York, New York, time on the date due, marked for attention as indicated, or in such other manner or to such other account of yours or of such holder in any bank in the United States bank as you, your nominee you or any such subsequent Institutional Holder holder may from time to time direct in writing. If for The holder of any reason whatsoever Preferred Stock to which this Section applies agrees that in the Constituent Companies do not make event it shall sell or transfer any such payment Preferred Stock it will, prior to the delivery of any certificate evidencing such Preferred Stock, make a notation thereon of the number of shares, if any, evidenced by such 12:00 p.m. transmittal timecertificate which have been redeemed and the date to which dividends have been paid with respect to the shares evidenced by such Certificate. The holder of any Notes to which this Section applies agrees that in the event it shall sell or transfer any such Notes it will, prior to the delivery thereof, make a notation thereon of all principal, if any, prepaid on such payment Notes and the date to which interest has been paid on such Notes. With respect to Preferred Stock or Notes to which this Section applies, the Company shall be deemed entitled to presume conclusively that the holder remains the holder thereof until the Company shall have received notice from such holder of the transfer of such Preferred Stock or Notes and of the name and address of the transferee, or such Preferred Stock or Notes shall have been made on presented to the next following Business Day and such payment shall bear interest at Company in the Overdue Rate as provided hereinmanner described in ss.11.4 hereof.

Direct Payment. Notwithstanding anything to the contrary contained in this Agreement or the Notes, in the case of any Note owned by you or your nominee or owned by any subsequent Institutional Holder which has given written notice to the Constituent Companies Company requesting that the provisions of this e2.5 (S)2.6 shall apply, the Constituent Companies Company will punctually pay when due the principal thereof, interest thereon and premium, if any, due with respect to said principal, without any presentment thereof, directly to you, to your nominee or to such subsequent Institutional Holder at your address or your nominee's address set forth in Schedule I hereto or such other address as you, your nominee or such subsequent Institutional Holder may from time to time designate in writing to the Constituent Companies Company or, if a bank account with a United States bank is designated for you or your nominee on Schedule I hereto or in any written notice to the Constituent Companies Company from you, from your nominee or from any such subsequent Institutional Holder, the Constituent Companies Company will make such payments in immediately available funds to such bank account, no later than 12:00 p.m. New York, New York, time on the date due, marked for attention as indicated, or in such other manner or to such other account in any United States bank as you, your nominee or any such subsequent Institutional Holder may from time to time direct in writing; provided that any Note paid or prepaid in full shall be surrendered to the Company at its principal office. If for The holder of any reason whatsoever Notes to which this (S)2.6 applies agrees that in the Constituent Companies do not make event it shall sell or transfer any such payment by Notes: it will, prior to the delivery of such 12:00 p.m. transmittal timeNotes (unless it has already done so), make a notation thereon of all principal, if any, prepaid on such payment Notes and will also note thereon the date to which interest has been paid on such Notes. With respect to Notes to which this (S)2.6 applies, the Company shall be deemed entitled to presume conclusively that the original holder or such subsequent Institutional Holder as shall have requested the provisions hereof to apply to its Notes remains the holder of such Notes until (i) the Company shall have received notice of the transfer of such Notes, and of the name and address of the transferee Institutional Holder, or (ii) such Notes shall have been made on presented to the next following Business Day and such payment shall bear interest at Company as evidence of the Overdue Rate as provided hereintransfer.

Direct Payment. Notwithstanding anything to the contrary contained in this Agreement or the Notes, in the case of any Note owned by you a Holder that is a Purchaser or your nominee or owned by any subsequent other Institutional Holder which who has given written notice to the Constituent Companies Company requesting that the provisions of this e2.5 SECTION 2.5 shall apply, the Constituent Companies Company will promptly and punctually pay when due the principal thereof, interest thereon thereof and premium, if any, due with respect to said principaland interest thereon, without any presentment thereof, thereof directly to you, to your nominee or to such subsequent Institutional the Holder at your the address or your nominee's address of such Holder set forth in Schedule I hereto or at such other address as you, your nominee or such subsequent Institutional Holder may from time to time designate in writing to the Constituent Companies Company or, if a bank account with a United States bank is designated for you or your nominee such Holder on Schedule I hereto or in any written notice to the Constituent Companies Company from you, from your nominee or from any such subsequent Institutional Holder, the Constituent Companies Company will make such payments in immediately available funds to such bank account, no later than 12:00 p.m. New York, New York, time on the date due, marked for attention as indicated, or in such other manner or to such other account of such Holder in any bank in the United States bank as you, your nominee or any such subsequent Institutional Holder may from time to time direct in writing. If for any reason whatsoever The Holder to which this SECTION 2.5 applies agrees that in the Constituent Companies do not make event it shall sell or transfer any such payment by Notes (i) it will, prior to the delivery of such 12:00 p.m. transmittal timeNotes (unless it has already done so), make a notation thereon of all principal, if any, prepaid on such payment Notes and will also note thereon the date to which interest has been paid on such Notes, and (ii) it will promptly notify the Company in writing of the name and address of the transferee of any Notes so transferred. With respect to Notes to which this SECTION 2.5 applies, the Company shall be deemed entitled to presume conclusively that any Institutional Holder as shall have requested the provisions hereof to apply to its Notes remains the Holder of such Notes until (y) the Company shall have received the notice of the transfer of such Notes referred to above, and of the name and address of the transferee, or (z) such Notes shall have been made on presented to the next following Business Day Company as evidence of the transfer. Any such notice of transfer by a Holder shall constitute conclusive evidence that the transfer of the Notes referred to in such notice is regular and such payment proper and the Company shall bear interest at the Overdue Rate as provided hereinbe entitled to rely thereon.

Direct Payment. Notwithstanding anything to the contrary contained in this Agreement or the NotesNote, in case the case of any Note is owned by you the Purchaser or your its nominee (or owned by any subsequent Institutional Holder which other institutional holder who has given written notice to the Constituent Companies Company requesting that the provisions provision of this e2.5 SECTION 2.4 shall apply), the Constituent Companies Company will promptly and punctually pay when due the principal thereof, thereof and interest thereon and premium, if any, due with respect to said principalthereon, without any presentment thereof, thereof directly to you, to your nominee such Purchaser or to such subsequent Institutional Holder holder at your the address of such Purchaser or your nominee's address set forth in Schedule I hereto or at such other address as you, your nominee such Purchaser or such subsequent Institutional Holder holder may from time to time designate in writing to the Constituent Companies Company or, if a bank account with a United States bank is designated for you or your nominee on Schedule I hereto the Purchaser or in any written notice to the Constituent Companies Company from you, from your nominee such Purchaser or from any such subsequent Institutional Holderholder, the Constituent Companies Company will make such payments in immediately available funds to such bank account, no later than 12:00 p.m. New York, New York, time on the date due, marked for attention as indicated, or in such other manner or to such other account of such Purchaser or such holder in any bank in the United States bank as you, your nominee such Purchaser or any such subsequent Institutional Holder holder may from time to time direct in writing. If for The holder of any reason whatsoever Note to which this SECTION 2.4 applies agrees that in the Constituent Companies do not make event it shall sell or transfer any such Note it will (A) prior to the delivery of such Note make a notation thereon of all principal, if any, prepaid thereon and of the date to which interest has been paid thereon, and (B) promptly notify the Company in writing of the name and address of the transferee of the Note so transferred. To the extent this SECTION 2.4 applies, the Company shall be entitled to presume conclusively that the original or such subsequent institutional holder as shall have requested the provisions hereof to apply to its Note remains the holder of such Note until (1) the Company shall have received from the transferor thereof written notice of the transfer of such Note and of the name and address of the transferee, or (2) such Note shall have been presented to the Company as evidence of the transfer. The Purchaser agrees, and any subsequent holder requesting direct payment pursuant to this SECTION 2.4 shall by such 12:00 p.m. transmittal time, such requesting direct payment shall be deemed to have been made on agreed, to return the next Note to the Company promptly following Business Day and such the final payment shall bear interest at the Overdue Rate as provided hereinthereof.

Direct Payment. Notwithstanding anything to the contrary contained in this Agreement or the NotesNote, in the case of any the Note is owned by you or your nominee or owned by any subsequent Institutional Holder other institutional holder which has given written notice to the Constituent Companies Company requesting that the provisions of this e2.5 Section shall apply, the Constituent Companies Company will promptly and punctually pay when due the principal thereof, interest thereon thereof and premium, if any, due with respect to said principaland interest thereon, without any presentment thereof, directly to you, to your nominee you or to such subsequent Institutional Holder holder at your address or your nominee's address set forth in Schedule I hereto at the beginning of this Agreement or at such other address as you, your nominee you or such subsequent Institutional Holder holder may from time to time designate in writing to the Constituent Companies Company or, if a bank account with a United States bank is designated for you or your nominee on Schedule I hereto at the beginning of this Agreement or in any written notice to the Constituent Companies Company from you, from your nominee you or from any such subsequent Institutional Holderholder, the Constituent Companies Company will make such payments in immediately available funds to such bank account, no later than 12:00 p.m. New York, New York, time on the date due, marked for attention as indicated, or in such other manner or to such other account of yours or such holder in any bank in the United States bank as you, your nominee you or any such subsequent Institutional Holder holder may from time to time direct in writing. If for any reason whatsoever The holder of the Constituent Companies do not Note agrees that if this Section shall apply, in the event it shall sell or transfer the Note (i) it will, prior to the delivery of the Note (unless it has already done so), make any such payment by such 12:00 p.m. transmittal timea notation thereon of all principal, such payment if any, prepaid on the Note and will also note thereon the date to which interest has been paid on the Note, and (ii) it will promptly notify the Company of the name and address of the transferee of the Note. The Company shall be deemed entitled to presume conclusively that the original or such subsequent institutional holder as shall have requested the provisions hereof to apply to the Note remains the holder of the Note until (x) the Company shall have received notice of the transfer of the Note, and of the name and address of the transferee, or (y) the Note shall have been made on presented to the next following Business Day and such payment shall bear interest at Company as evidence of the Overdue Rate as provided hereintransfer.

Direct Payment. Notwithstanding anything to the contrary contained in this Agreement or the Notes, in the case of any Note owned by you any Purchaser or your any Purchaser’s nominee or owned by any subsequent Institutional Holder which has given written notice to the Constituent Companies Company requesting that the provisions of this e2.5 §2.7 shall apply, the Constituent Companies Company will punctually pay when due the principal thereof, interest thereon and premiumMake-Whole Amount, if any, due with respect to said principal, without any presentment thereof, directly to yousuch Purchaser, to your such Purchaser’s nominee or to such subsequent Institutional Holder at your such Purchaser’s address or your such Purchaser’s nominee's ’s address set forth in the Purchaser Schedule I hereto (or the Purchaser Schedule attached to any Confirmation of Acceptance, as applicable) or such other address as yousuch Purchaser, your such Purchaser’s nominee or such subsequent Institutional Holder may from time to time designate in writing to the Constituent Companies Company or, if a bank account with a United States bank is designated for you such Purchaser or your such Purchaser’s nominee on the Purchaser Schedule I hereto (or the Purchaser Schedule attached to any Confirmation of Acceptance, as applicable) or in any written notice to the Constituent Companies Company from youany Purchaser, from your any Purchaser’s nominee or from any such subsequent Institutional Holder, the Constituent Companies Company will make such payments in immediately available funds to such bank account, no later than 12:00 p.m. New York, New York, time 11:00 a.m. Eastern Standard Time on the date due, marked for attention as indicated, or in such other manner or to such other account in any United States bank as youany Purchaser, your any Purchaser’s nominee or any such subsequent Institutional Holder may from time to time direct in writing. If for any reason whatsoever the Constituent Companies do Company does not make any such payment by such 12:00 p.m. 11:00 a.m. transmittal time, such payment shall be deemed to have been made on the next following Business Day and such payment shall bear interest at the Overdue Rate as provided hereinRate.

Direct Payment. Notwithstanding anything to the contrary contained in this Agreement or the Notes, in the case of any Note owned by you or your nominee or owned by any subsequent Institutional Holder which institutional holder who has given written notice to the Constituent Companies Company requesting that the provisions of this e2.5 Section shall apply, the Constituent Companies Company will promptly and punctually pay when due the principal thereof, interest thereon thereof and premium, if any, due with respect to said principaland interest thereon, without any presentment thereof, thereof directly to you, to your nominee or to such subsequent Institutional Holder holder at your address or your nominee's address set forth in Schedule I hereto or at such other address as you, your nominee or such subsequent Institutional Holder holder may from time to time designate in writing to the Constituent Companies Company or, if a bank account with a United States bank is designated for you or your nominee on Schedule I hereto or in any written notice to the Constituent Companies Company from you, from your nominee or from any such subsequent Institutional Holderholder, the Constituent Companies Company will make such payments in immediately available funds to such bank account, account no later than 12:00 p.m. New YorkNoon Chicago, New York, Illinois time on the date due, marked for attention as indicated, or in such other manner or to such other account of you, your nominee or such holder in any bank in the United States bank as you, your nominee or any such subsequent Institutional Holder holder may from time to time direct in writing. If for any reason whatsoever the Constituent Companies do Company does not make any such payment by such 12:00 p.m. transmittal timeNoon Chicago, Illinois time on the date due, such payment shall be deemed to have been made on the next following Business Day and such payment shall bear interest at the Overdue Rate overdue rate as provided herein. The holder of any Notes to which this Section applies agrees that in the event it shall sell or transfer any such Notes it will, prior to the delivery of such Notes (unless it has already done so), make a notation thereon of all principal, if any, prepaid on such Notes and will also note thereon the date to which interest has been paid on such Notes. With respect to Notes to which this Section applies, the Company shall be entitled to presume conclusively that the original or such subsequent institutional holder as shall have requested the provisions hereof to apply to its Notes remains the holder of such Notes until (a) the Company shall have received notice of the transfer of such Notes, and of the name and address of the transferee, or (b) such Notes shall have been presented to the Company as evidence of the transfer.