Common use of Direct Payment Clause in Contracts

Direct Payment. Notwithstanding anything to the contrary in this Agreement or the Notes, in the case of any Note owned by a Holder that is a Purchaser or any other Institutional Holder who has given written notice to the Company requesting that the provisions of this SECTION 2.5 shall apply, the Company will promptly and punctually pay when due the principal thereof and premium, if any, and interest thereon, without any presentment thereof directly to the Holder at the address of such Holder set forth in Schedule I or at such other address as such Holder may from time to time designate in writing to the Company or, if a bank account is designated for such Holder on Schedule I hereto or in any written notice to the Company from such Holder, the Company will make such payments in immediately available funds to such bank account, 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 as such Holder may from time to time direct in writing. The Holder to which this SECTION 2.5 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 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 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 presented to the 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 proper and the Company shall be entitled to rely thereon.

Direct Payment. Notwithstanding anything to the contrary in this Agreement or the NotesNote, in case the case of any Note is owned by a Holder that is a the Purchaser or its nominee (or owned by any other Institutional Holder institutional holder who has given written notice to the Company requesting that the provisions provision of this SECTION 2.5 2.4 shall apply), the Company will promptly and punctually pay when due the principal thereof and premium, if any, and interest thereon, without any presentment thereof directly to the Holder such Purchaser or such subsequent holder at the address of such Holder set forth in Schedule I Purchaser or at such other address as such Holder Purchaser or such subsequent holder may from time to time designate in writing to the Company or, if a bank account is designated for such Holder on Schedule I hereto the Purchaser or in any written notice to the Company from such HolderPurchaser or any such subsequent holder, the Company will make such payments in immediately available funds to such bank account, marked for attention as indicated, or in such other manner or to such other account of such Holder Purchaser or such holder in any bank in the United States as such Holder Purchaser or any such subsequent holder may from time to time direct in writing. The Holder holder of any Note to which this SECTION 2.5 2.4 applies agrees that in the event it shall sell or transfer any such Notes Note it will (iA) it will, prior to the delivery of such Notes (unless it has already done so), Note make a notation thereon of all principal, if any, prepaid on such Notes thereon and will also note thereon of the date to which interest has been paid on such Notesthereon, and (iiB) it will promptly notify the Company in writing of the name and address of the transferee of any Notes the Note so transferred. With respect to Notes to which To the extent this SECTION 2.5 2.4 applies, the Company shall be entitled to presume conclusively that any Institutional Holder the original or such subsequent institutional holder as shall have requested the provisions hereof to apply to its Notes Note remains the Holder holder of such Notes Note until (y1) the Company shall have received from the transferor thereof written notice of the transfer of such Notes referred to above, Note and of the name and address of the transferee, or (z2) such Notes Note shall have been presented to the Company as evidence of the transfer. Any such notice of transfer The Purchaser agrees, and any subsequent holder requesting direct payment pursuant to this SECTION 2.4 shall by a Holder shall constitute conclusive evidence that requesting direct payment be deemed to have agreed, to return the transfer of the Notes referred Note to in such notice is regular and proper and the Company shall be entitled to rely thereonpromptly following the final payment thereof.

Direct Payment. Notwithstanding anything to the contrary in this Agreement or the Notes, in the case of any Note owned by a Holder that is a the Purchaser or its nominee or owned by any other Institutional Holder institutional holder who has given written notice to the Company requesting that the provisions of this SECTION 2.5 Section shall apply, the Company will promptly and punctually pay when due the principal thereof and premium, if any, and interest thereon, without any presentment thereof directly to the Holder Purchaser or such subsequent holder at the address of such Holder the Purchaser set forth in Schedule I 1 or at such other address as the Purchaser or such Holder subsequent holder may from time to time designate in writing to the Company or, if a bank account is designated for such Holder the Purchaser on Schedule I hereto or in any written notice to the Company from the Purchaser or any such Holdersubsequent holder, the Company will make such payments in immediately available funds to such bank account, marked for attention as indicated, or in such other manner or to such other account of the Purchaser or such Holder holder in any bank in the United States as the Purchaser or any such Holder subsequent holder may from time to time direct in writing. The Holder holder of any Notes to which this SECTION 2.5 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 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 Section applies, the Company shall be entitled to presume conclusively that any Institutional Holder the original or such subsequent institutional holder as shall have requested the provisions hereof to apply to its Notes remains the Holder holder of such Notes until (y1) the Company shall have received the notice of the transfer of such Notes referred to aboveNotes, and of the name and address of the transferee, or (z2) such Notes shall have been presented to the 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 proper and the Company shall be entitled to rely thereon.

Direct Payment. Notwithstanding anything to the contrary contained in this Agreement or the Notes, in the case of any Note owned by a Holder that is a any Purchaser or such Purchaser’s nominee or owned by any other subsequent Institutional Holder who which has given written notice to the Company requesting that the provisions of this SECTION 2.5 Section 2.6 shall apply, the Company will promptly and punctually pay (or cause to be paid) when due the principal thereof thereof, interest thereon and premiumMake-Whole Amount, if any, due with respect to said principal, and interest thereonall other amounts payable to such Purchaser, such Purchaser’s nominee or such Institutional Holder of any Note pursuant to this Agreement or such Note, without any presentment thereof of such Note, directly to the such Purchaser or such Purchaser’s nominee or to such subsequent Institutional Holder at the such Purchaser’s address of or such Holder Purchaser’s nominee’s address set forth in Schedule I hereto or at such other address as such Purchaser, such Purchaser’s nominee or such subsequent Institutional Holder may from time to time designate in writing to the Company or, if a bank account with a bank located in the United States is designated for such Holder Purchaser or such Purchaser’s nominee on Schedule I hereto or in any written notice to the Company from such Purchaser, from such Purchaser’s nominee or from any such subsequent Institutional Holder, the Company will make such payments in immediately available federal funds to such bank account, marked for attention as indicated, or in such other manner or to such other account of such Holder in any bank located in the United States as such Purchaser, such Purchaser’s nominee or any such subsequent Institutional Holder may from time to time direct in writing. The Holder to which this SECTION 2.5 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 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 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 presented to the 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 proper and the Company shall be entitled to rely thereon.

Direct Payment. Notwithstanding anything to the contrary contained in this Agreement or the Notes, in the case of any Note owned by a Holder that is a any Purchaser or any other Purchaser’s nominee or owned by any subsequent Institutional Holder who which has given written notice to the Company requesting that the provisions of this SECTION 2.5 §2.7 shall apply, the Company will promptly and punctually pay when due the principal thereof thereof, interest thereon and premiumMake-Whole Amount, if any, and interest thereondue with respect to said principal, without any presentment thereof thereof, directly to the such Purchaser, to such Purchaser’s nominee or to such subsequent Institutional Holder at the such Purchaser’s address of or such Holder Purchaser’s nominee’s address set forth in the Purchaser Schedule I hereto (or at the Purchaser Schedule attached to any Confirmation of Acceptance, as applicable) or such other address as such Purchaser, such Purchaser’s nominee or such subsequent Institutional Holder may from time to time designate in writing to the Company or, if a bank account with a United States bank is designated for such Holder Purchaser or 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 Company from any Purchaser, from any Purchaser’s nominee or from any such subsequent Institutional Holder, the Company will make such payments in immediately available funds to such bank account, no later than 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 of such Holder in any bank in the United States bank as any Purchaser, any Purchaser’s nominee or any such subsequent Institutional Holder may from time to time direct in writing. The Holder to which this SECTION 2.5 applies agrees that in If for any reason whatsoever the event it shall sell or transfer Company does not make any such Notes (i) it willpayment by such 11:00 a.m. transmittal time, 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, 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 payment shall be entitled deemed 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 presented to made on the Company as evidence of next following Business Day and such payment shall bear interest at 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 proper and the Company shall be entitled to rely thereonOverdue Rate.

Direct Payment. Notwithstanding anything to the contrary contained in this Agreement or the Notes, in the case of any Note owned by a Holder that is a Purchaser you or your nominee or owned by any other subsequent Institutional Holder who which has given written notice to the Company requesting that the provisions of this SECTION 2.5 Section 2.6 shall apply, the Company will promptly and punctually pay when due the principal thereof thereof, interest thereon and premium, if any, and interest thereonMake-Whole Amount due with respect to said principal, without any presentment thereof thereof, directly to the you, to your nominee or to such subsequent Institutional Holder at the your address of such Holder 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 may from time to time designate in writing to the Company or, if a bank account with a United States bank is designated for such Holder you or your nominee on Schedule I hereto or in any written notice to the Company from you, from your nominee or from any such subsequent Institutional Holder, the Company will make such payments in immediately available funds to such bank account, no later than 11:00 a.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 Company does not make any such payment by such 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. The Holder holder of any Note to which this SECTION 2.5 Section applies agrees that in the event if it shall sell or transfer any such Notes (i) Note it will, prior to before the delivery of such Notes the Note (unless it has already done so), make a notation thereon on it of all principal, if any, prepaid on such Notes the Note and will also note thereon on it 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 transferredNote. With respect to Notes each Note to which this SECTION 2.5 Section applies, the Company shall be entitled to presume conclusively that any the original or such subsequent Institutional Holder as that shall have requested the provisions hereof of this Section to apply to its Notes the Note remains the Holder holder of such Notes the Note until (y) the Company shall have received the written notice of the transfer of such Notes referred to abovethe Note, and of the name and address of the transferee, or (z) such Notes the Note shall have been presented to the Company as evidence of the transfer. Any At such notice time as the Note shall have been paid in full, the holder of transfer by a Holder shall constitute conclusive evidence that it shall, upon the transfer written request of the Notes referred Company, return the Note to in such notice is regular and proper and the Company shall be entitled with proper notation as to rely thereonpayment in full.

Direct Payment. Notwithstanding anything to the contrary in this Agreement Section 1.5 or Section 12.2 or in the Notes, in the case of any Note owned by a Holder that is a Purchaser or its nominee or owned by any other Institutional Holder holder of the Notes who has given written notice to the Company requesting that the provisions of this SECTION 2.5 Section 2.7 shall apply, the Company will shall promptly and punctually pay or cause any Paying Agent to pay, when due due, the principal thereof and premiumthereof, interest thereon, or Prepayment Call Price or Change in Control Event Prepayment Price with respect thereto, if any, and interest thereon, without any presentment thereof thereof, directly to the Holder such Purchaser or such subsequent holder at the address of such Holder Purchaser set forth in Schedule I or at such other address as such Holder Purchaser or such subsequent holder may from time to time designate in writing to the Company or, if a bank account is designated for such Holder Purchaser on Schedule I hereto or in any written notice to the Company from such HolderPurchaser or any such subsequent holder, the Company will 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, marked for attention as indicated, or in such other manner or to such other account of such Holder Purchaser or such holder in any bank in the United States as the Purchaser or any such Holder holder may from time to time direct in writing; provided, however, that any Note paid or prepaid in full shall promptly be surrendered to the 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 holder of any Notes to which this SECTION 2.5 Section 2.7 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 in part on such Notes and will shall also note thereon the date to which interest has been paid on such Notes, Notes and (ii) it will promptly notify that if requested by the Company or any Paying Agent, shall verify to the Company and any Paying Agent such notations on the Notes by the delivery in writing the manner contemplated by Section 12.8 of a photocopy of such notations as they appear on the name and address of the transferee of any Notes so transferredNotes. With respect to Notes to which this SECTION 2.5 Section 2.7 applies, the Company shall be entitled to presume conclusively for all purposes hereunder that any Institutional Holder the Purchaser or such subsequent holder as shall have requested the provisions hereof to apply to its Notes remains the Holder holder of such Notes until (ya) the Company shall have received from the transferor written notice of the transfer of such Notes referred to aboveNotes, and of the name and address of the transferee, or (zb) such Notes shall have been presented to the 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 proper and the Company shall be entitled to rely thereon.

Direct Payment. Notwithstanding anything to the contrary in this Agreement or the Notes, in the case of any Note owned by a Holder that is a Purchaser or its nominee or owned by any other Institutional Holder institutional holder who has given written notice to the Company requesting that the provisions of this SECTION 2.5 Section shall apply, the Company will promptly and will, by 11 A.M. New York time, punctually pay when due the principal thereof and premium, if any, and interest thereon, without any presentment thereof thereof, directly to the Holder such Purchaser or such subsequent holder at the address of of' such Holder Purchaser set forth in Schedule I or at such other address as such Holder Purchaser or such subsequent holder may from time to time designate in writing to the Company (not less than five (5) days prior to the next payment) or, if a bank account is designated for such Holder Purchaser on Schedule I hereto or in any written notice to the Company from such HolderPurchaser or any such subsequent holder (not less than five (5) days prior to the next payment), the Company will make such payments in immediately available funds to such bank account, marked for attention as indicated, or in such other manner or to such other account of such Holder Purchaser or such holder in any bank in the United States as the Purchaser or any such Holder subsequent holder may from time to time direct in writingwriting (not less than five (5) days prior to the next payment). The Holder holder of any Notes to which this SECTION 2.5 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 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 Section applies, the Company shall be entitled to presume conclusively that any Institutional Holder the original or such subsequent institutional holder as shall have requested the provisions hereof to apply to its Notes remains the Holder holder of such Notes until (y) the Company shall have received the written notice of the transfer of such Notes referred to aboveNotes, 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. Any such notice of transfer by a Holder , whichever shall constitute conclusive evidence that the transfer of the Notes referred to in such notice is regular and proper and the Company shall be entitled to rely thereonoccur earlier.

Direct Payment. Notwithstanding anything to the contrary in this Agreement or the Notes, in the case of any Note owned by a Holder that is a Purchaser you or your nominee or owned by any other Institutional Holder subsequent institutional holder who has given written notice to the Company requesting that the provisions of this SECTION 2.5 Section shall apply, the Company will promptly and punctually pay when due the principal thereof and premium, if any, and interest thereon, without any presentment thereof directly to the Holder you, to your nominee or to such subsequent holder at the your address of such Holder or your nominee's address set forth in Schedule I or at such other address as you, your nominee or such Holder subsequent holder may from time to time designate in writing to the Company or, if a bank account is designated for such Holder you or your nominee on Schedule I hereto or in any written notice to the Company from you, your nominee or any such Holdersubsequent holder, the Company will make such payments in immediately available funds to such bank accountaccount no later than 12:00 Noon Chicago, 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 holder in any bank in the United States as you, your nominee or any such Holder subsequent holder may from time to time direct in writing. If for any reason whatsoever the Company does not make any such payment by such 12:00 Noon 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 as provided herein. The Holder holder of any Notes to which this SECTION 2.5 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 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 Section applies, the Company shall be entitled to presume conclusively that any Institutional Holder the original or such subsequent institutional holder as shall have requested the provisions hereof to apply to its Notes remains the Holder holder of such Notes until (ya) the Company shall have received the notice of the transfer of such Notes referred to aboveNotes, and of the name and address of the transferee, or (zb) such Notes shall have been presented to the 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 proper and the Company shall be entitled to rely thereon.

Direct Payment. Notwithstanding anything to the contrary in this Agreement or the Notes, in the case of any Note owned by a Holder that is a Purchaser or its nominee or owned by any other Institutional Qualified Holder who has given written notice to the Company requesting that the provisions of this SECTION 2.5 Section shall apply, the Company will promptly and punctually pay when due the principal thereof and premium, if any, and interest thereon, without any presentment thereof (except as set forth in the immediately succeeding sentence) directly to the such Purchaser or such subsequent Qualified Holder at the address of such Holder Purchaser set forth in Schedule I or at such other address as such Purchaser or such subsequent Qualified Holder may from time to time designate in writing to the Company or, if a bank account is designated for such Holder Purchaser on Schedule I hereto or in any written notice to the Company from such Purchaser or any such subsequent Qualified Holder, the Company will make such payments in immediately available funds to such bank account, 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 as such Purchaser or any such subsequent Qualified Holder may from time to time direct in writing. The Holder holder of any Note agrees that upon the 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 2.5 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 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 As used in this SECTION 2.5 applies, 2.6 the Company term "Qualified Holder" shall be entitled to presume conclusively that any Institutional Holder as shall have requested the provisions hereof to apply to its Notes remains the Holder mean a holder of such Notes until (y) the Company shall have received the notice not less than 5% of the transfer of such Notes referred to above, and then outstanding principal amount of the name and address of the transferee, or (z) such Notes shall have been presented to the 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 proper and the Company shall be entitled to rely thereonNotes.

Direct Payment. Notwithstanding anything to the contrary in this Agreement or the NotesNote, in the case of any the Note is owned by a Holder that is a Purchaser you or your nominee or owned by any other Institutional Holder who institutional holder which has given written notice to the Company requesting that the provisions of this SECTION 2.5 Section shall apply, the Company will promptly and punctually pay when due the principal thereof and premium, if any, and interest thereon, without any presentment thereof thereof, directly to the Holder you or such subsequent holder at your address set forth at the address beginning of such Holder set forth in Schedule I this Agreement or at such other address as you or such Holder subsequent holder may from time to time designate in writing to the Company or, if a bank account is designated for such Holder on Schedule I hereto you at the beginning of this Agreement or in any written notice to the Company from you or any such Holdersubsequent holder, the Company will make such payments in immediately available funds to such bank account, marked for attention as indicated, or in such other manner or to such other account of yours or such Holder holder in any bank in the United States as you or any such Holder subsequent holder may from time to time direct in writing. The Holder to which this SECTION 2.5 applies holder of the Note agrees that if this Section shall apply, in the event it shall sell or transfer any such Notes the Note (i) it will, prior to the delivery of such Notes the Note (unless it has already done so), make a notation thereon of all principal, if any, prepaid on such Notes the Note and will also note thereon the date to which interest has been paid on such Notesthe Note, and (ii) it will promptly notify the Company in writing of the name and address of the transferee of any Notes so transferredthe Note. With respect to Notes to which this SECTION 2.5 applies, the The Company shall be entitled to presume conclusively that any Institutional Holder the original or such subsequent institutional holder as shall have requested the provisions hereof to apply to its Notes the Note remains the Holder holder of such Notes the Note until (yx) the Company shall have received the notice of the transfer of such Notes referred to abovethe Note, and of the name and address of the transferee, or (zy) such Notes the Note shall have been presented to the 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 proper and the Company shall be entitled to rely thereon.

Direct Payment. Notwithstanding anything to the contrary 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 a Holder that is a Purchaser or any other Institutional Holder who Debentures which has given written notice to the Company (such as the written direction given in Schedule I to this Agreement) requesting that the provisions of this SECTION 2.5 Section shall apply, the Company will promptly and punctually pay when due the principal thereof and premium, if any, and interest thereon, apply (without any presentment thereof directly to the Holder at the address of such Holder set forth Debentures and without any notation of such payment being made thereon) by crediting the account of such holder in Schedule I or at such other address any bank in the United States as such Holder may from time to time designate be designated in writing by such holder (accompanied by sufficient information to identify the Company or, if a bank account is designated for source and application of such Holder funds) with good funds available on Schedule I hereto or in any written notice to the Company from such Holder, the Company will make such payments in immediately available funds to such bank account, marked for attention as indicatedpayment date, or in such other manner or to such other account of such Holder in any bank address in the United States as may be designated in writing by such Holder may from time to time direct in writingholder. The Holder holder of any of the Debentures to which this SECTION 2.5 Section applies agrees (A) that in the event it shall sell or transfer any such Notes (i) it willof the Debentures, prior to the delivery of such Notes Debentures to the purchaser or transferee (unless a) it has already done so), will (i) make a proper notation thereon of all principal, if any, prepaid on such Notes and will also note thereon the date to portion of the Debenture which interest has been paid on 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 Notesholder after such sale or disposition, and (iib) it will promptly notify the Company in writing of the name and address of the transferee of any Notes so transferred. With respect the Debentures being sold or disposed of; and (B) to Notes to which this SECTION 2.5 applies, indemnify the Company shall be entitled to presume conclusively that for any Institutional Holder losses incurred by the Company as shall have requested the provisions hereof to apply to its Notes remains the Holder a direct result of such Notes until holder's failure to comply with the requirements of clause (yA) the Company shall have received the notice of the transfer of such Notes referred above. Any person to above, and of the name and address of the transferee, whom this Section 4.1 applies agrees that Debentures which are redeemed in full or (z) such Notes shall have been presented paid on maturity will be surrendered to the Company as evidence against such payment in accordance with the terms 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 proper and the Company shall be entitled to rely thereonAgreements.

Direct Payment. Notwithstanding anything to the contrary in this Agreement or the Notes, in the case of any Note owned by a Holder that is a any Purchaser or its nominee or owned by any other Institutional Holder who 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 Company requesting that the provisions of this SECTION 2.5 shall apply, the Company will promptly and punctually pay when due the principal thereof and premium, if any, and interest thereon, without any presentment thereof directly to the such Purchaser or such subsequent Institutional Holder at the address of such Holder Purchaser set forth in Schedule I or at such other address as such Purchaser or such subsequent Institutional Holder may from time to time designate in writing to the Company or, if a bank account is designated for such Holder Purchaser on Schedule I hereto or in any written notice to the Company from such Purchaser or any such subsequent Institutional Holder, the Company will make such payments in immediately available funds to such bank account, marked for attention as indicated, or in such other manner or to such other account of such Holder Purchaser or such holder in any bank in the United States as such Purchaser or any such subsequent Institutional Holder may from time to time direct in writing. The Holder to which this SECTION 2.5 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 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 entitled to presume conclusively that any the original or such subsequent Institutional Holder as shall have requested the provisions hereof to apply to its Notes remains the Holder holder of such Notes until (y1) the Company shall have received the notice of the transfer of such Notes referred to aboveNotes, and of the name and address of the transferee, or (z2) such Notes shall have been presented to the 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 proper and the Company shall be entitled to rely thereon.

Direct Payment. Notwithstanding anything to the contrary in this Agreement or the NotesNote, in case the case of any Note owned is held by a Holder that is a the Purchaser or its nominee (or held by any other Institutional Holder institutional holder who has given written notice to the Company requesting that the provisions provision of this SECTION 2.5 Section 2.4 shall apply), the Company will promptly and punctually pay when due the principal thereof and premium, if any, and interest thereon, without any presentment thereof directly to the Holder such Purchaser or such subsequent holder, at the address of such Holder set forth in Schedule I Purchaser or at such other address as such Holder Purchaser or such subsequent holder may from time to time designate in writing to the Company or, if a bank account is designated for such Holder on Schedule I hereto the Purchaser or in any written notice to the Company from such HolderPurchaser or any such subsequent holder, the Company will make such payments in immediately available funds and in U.S. Dollars to such bank account, marked for attention as indicated, or in such other manner or to such other account of such Holder Purchaser or such holder in any bank in the United States as such Holder Purchaser or any such subsequent holder may from time to time direct in writing. The Holder holder of any Note to which this SECTION 2.5 Section 2.4 applies agrees that in the event it shall sell or transfer any such Notes Note it will (iA) it will, prior to the delivery of such Notes (unless it has already done so), Note make a notation thereon of all principal, if any, prepaid on such Notes thereon and will also note thereon of the date to which interest has been paid on such Notesthereon, and (iiB) it will promptly notify the Company in writing of the name and address of the transferee of any Notes the Note so transferred. With respect to Notes to which To the extent this SECTION 2.5 Section 2.4 applies, the Company shall be entitled to presume conclusively that any Institutional Holder the original or such subsequent institutional holder as shall have requested the provisions hereof to apply to its Notes Note remains the Holder holder of such Notes Note until (y1) the Company shall have received from the transferor thereof written notice of the transfer of such Notes referred to above, Note and of the name and address of the transferee, or (z2) such Notes Note shall have been presented to the Company as evidence of the transfer. Any such notice of transfer The Purchaser agrees, and any subsequent holder requesting direct payment pursuant to this Section 2.4 shall by a Holder shall constitute conclusive evidence that requesting direct payment be deemed to have agreed, to return the transfer of the Notes referred Note to in such notice is regular and proper and the Company shall be entitled to rely thereonpromptly following the final payment thereof.

Direct Payment. Notwithstanding anything to the contrary in this Agreement or the Notes, in the case of any Note owned by a Holder that is a Purchaser or its nominee or owned by any other Institutional Holder institutional holder who has given written notice to the Company requesting that the provisions of this SECTION 2.5 Section shall apply, the Company will promptly and punctually pay when due the principal thereof and premium, if any, and interest thereon, without any presentment thereof directly to the Holder such Purchaser or such subsequent holder at the address of such Holder Purchaser set forth in Schedule I or at such other address as such Holder Purchaser or such subsequent holder may from time to time designate in writing to the Company or, if a bank account is designated for such Holder Purchaser on Schedule I hereto or in any written notice to the Company from such HolderPurchaser or any such subsequent holder, the Company will make such payments in immediately available funds to such bank account, marked for attention as indicated, or in such other manner or to such other account of such Holder Purchaser or such holder in any bank in the United States as the Purchaser or any such Holder subsequent holder may from time to time direct in writing. The Holder Company will cause such payments to be made by noon, Eastern time, on the date such payment is due. Any such payment which is received after noon, Eastern time, on any business day shall, for all purposes of this Agreement and the Notes, be deemed to have been received on the following business day. The holder of any Notes to which this SECTION 2.5 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 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 Section applies, the Company shall be entitled to presume conclusively that any Institutional Holder the original or such subsequent institutional holder as shall have requested the provisions hereof to apply to its Notes remains the Holder holder of such Notes until (y) the Company shall have received the notice of the transfer of such Notes referred to aboveNotes, 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. 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 proper and the Company shall be entitled to rely thereon.

Direct Payment. Notwithstanding anything to the contrary in this Agreement or the Notes, in the case of any Note owned by a Holder that is a Purchaser, Additional Purchaser or its nominee or owned by any other Institutional Holder who is a registered holder of Notes pursuant to §9.1 and who has given written notice to the Company Obligors requesting that the provisions of this SECTION 2.5 Section shall apply, the Company Obligors will promptly and punctually pay when due the principal thereof and premium, if any, and interest thereon, without any presentment thereof directly to the Holder such Purchaser, Additional Purchaser or such subsequent holder at the address of such Holder Purchaser or Additional Purchaser set forth in Schedule I or at such other address as such Holder Purchaser, Additional Purchaser or such subsequent holder may from time to time designate in writing to the Company Obligors or, if a bank account is designated for such Holder Purchaser or Additional Purchaser on Schedule I hereto or in any written notice to the Company Obligors from such HolderPurchaser, Additional Purchaser or any such subsequent holder, the Company Obligors will make such payments in immediately available funds to such bank accountaccount no later than 10:00 A.M. Chicago time, marked for attention as indicated, or in such other manner or to such other account of such Holder Purchaser, Additional Purchaser or such holder in any bank in the United States as the Purchaser, Additional Purchaser or any such Holder subsequent holder may from time to time direct in writing. The Holder holder of any Notes to which this SECTION 2.5 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 Notes, and (ii) it will promptly notify the Company in writing Obligors of the name and address of the transferee of any Notes so transferred. With respect to Notes to which this SECTION 2.5 Section applies, the Company Obligors shall be entitled to presume conclusively that any the original or such subsequent Institutional Holder as shall have requested the provisions hereof to apply to its Notes remains the Holder holder of such Notes until (y) the Company Obligors shall have received the notice of the transfer of such Notes referred to aboveNotes, and of the name and address of the transferee, or (z) such Notes shall have been presented to the Company Obligors 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 proper and the Company shall be entitled to rely thereon.

Direct Payment. Notwithstanding anything to the contrary contained in this Agreement or the Notes, in the case of any Note owned by a Holder that is a Purchaser you or your nominee or owned by any other subsequent Institutional Holder who which has given written notice to the Company requesting that the provisions of this SECTION 2.5 Section2.6 shall apply, the Company will promptly and punctually pay when due the principal thereof thereof, interest thereon and premium, if any, and interest thereondue with respect to said principal, without any presentment thereof 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 the you, to your nominee or to such subsequent Institutional Holder at the your address of such Holder 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 may from time to time designate in writing to the Company or, if a bank account with a United States bank is designated for such Holder you or your nominee on Schedule I hereto or in any written notice to the Company from you, from your nominee or from any such subsequent Institutional Holder, the Company will make such payments in immediately available funds to such bank account, no later than 12:00 Noon Chicago, Illinois 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. The Holder to which this SECTION 2.5 applies agrees that in Payments received on the event it date due shall sell or transfer any such Notes (i) it will, prior bear interest at the coupon rate applicable to the delivery of such Notes (unless it has already done so), make Notes. Payments received on a notation thereon of all principal, if any, prepaid on such Notes and will also note thereon date after the date due shall bear interest at the Overdue Rate for the period from and after the date due to which interest has been paid on such Notes, and (ii) it will promptly notify including the Company in writing of the name and address of the transferee of any Notes so transferreddate actually paid. With respect to Notes to which this SECTION 2.5 applies, the Company shall be 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 presented to the 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 proper and the Company shall be entitled to rely thereon.

Direct Payment. Notwithstanding anything to the contrary contained in this Agreement or the Notes, in the case of any Note owned by a Holder that is a Purchaser you or your nominee or owned by any other subsequent Institutional Holder who which has given written notice to the Company requesting that the provisions of this SECTION 2.5 (S)2.6 shall apply, the Company will promptly and punctually pay when due the principal thereof thereof, interest thereon and premium, if any, and interest thereondue with respect to said principal, without any presentment thereof thereof, directly to the you, to your nominee or to such subsequent Institutional Holder at the your address of such Holder 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 may from time to time designate in writing to the Company or, if a bank account with a United States bank is designated for such Holder you or your nominee on Schedule I hereto or in any written notice to the Company from you, from your nominee or from any such subsequent Institutional Holder, the Company will make such payments in immediately available funds to such bank account, 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; provided that any Note paid or prepaid in full shall be surrendered to the Company at its principal office. The Holder holder of any Notes to which this SECTION 2.5 (S)2.6 applies agrees that in the event it shall sell or transfer any such Notes (i) 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, 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 (S)2.6 applies, the Company shall be entitled to presume conclusively that any the original holder or such subsequent Institutional Holder as shall have requested the provisions hereof to apply to its Notes remains the Holder holder of such Notes until (yi) the Company shall have received the notice of the transfer of such Notes referred to aboveNotes, and of the name and address of the transfereetransferee Institutional Holder, or (zii) such Notes shall have been presented to the 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 proper and the Company shall be entitled to rely thereon.