Common use of Direct Payment Clause in Contracts

Direct Payment. Notwithstanding anything to the contrary in this Agreement or the Note, in case the Note is owned by the Purchaser or its nominee (or owned by any other institutional holder who has given written notice to the Company requesting that the provision of this Section 2.4 shall apply), the Company will promptly and punctually pay when due the principal thereof and interest thereon, without any presentment thereof directly to such Purchaser or such subsequent holder at the address of such Purchaser or at such other address as such Purchaser or such subsequent holder may from time to time designate in writing to the Company or, if a bank account is designated for the Purchaser or in any written notice to the Company from such Purchaser 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 Purchaser or such holder in any bank in the United States as such Purchaser or any such subsequent holder may from time to time direct in writing. The holder of any Note to which this Section 2.4 applies agrees that in the 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 requesting direct payment be deemed to have agreed, to return the Note to the Company promptly following the final payment thereof.

Direct Payment. Notwithstanding anything to the contrary contained herein or in this Agreement or the NoteAmended Notes, in case the Note is owned by the Purchaser or its nominee (or owned by any other institutional holder who has given written notice but subject to the Company requesting that terms of the provision of this Section 2.4 shall apply)Intercreditor Agreement, the Company will promptly and punctually pay when due pay, or will direct the principal thereof and interest thereonCollateral Agent to pay, all amounts payable with respect to each Amended Note held by an Institutional Investor (without any presentment thereof directly to such Purchaser or such subsequent holder at the address of such Purchaser or at Amended Notes and without any notation of such other address as payment being made thereon) by crediting (prior to 11:00 a.m. local time of such Purchaser or such subsequent holder may from time to time designate in writing to the Company orInstitutional Investor's bank), if a by federal funds bank account is designated for the Purchaser or in any written notice to the Company from such Purchaser or any such subsequent holderwire transfer, 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 holder Institutional Investor in any bank in the United States of America as may be designated in writing by such Purchaser Institutional Investor, or any in such subsequent holder other manner as may from time be reasonably directed or to time such other address in the United States of America as may be reasonably designated in writing by such 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 in writingpayments as aforesaid. The 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 any each Amended Note at the address shown in the register maintained by the Company pursuant to which this Section 2.4 applies 8.3 hereof. Each holder of Amended Notes agrees that that, in the event it shall sell or transfer any such Note Amended Note, it will shall: (Aa) prior to the delivery of such Note Amended Note, make a notation thereon of all principal, if any, prepaid on such Amended Note and shall also note thereon and of the date to which interest has shall have been paid thereon, and on such Amended Note; and (Bb) promptly notify the Company in writing of the name and address of the transferee of the any such Amended Note so transferred. To transferred and 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 effective date 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 requesting direct payment be deemed to have agreed, to return the Note to the Company promptly following the final payment thereof.

Direct Payment. Notwithstanding anything to the contrary in this Agreement or the NoteNotes, in the case the of any Note is owned by the Purchaser Lender, or its nominee (or owned by any other institutional holder a Noteholder who has given written notice to the Company requesting that the provision provisions of this 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 thereof, directly to such Purchaser Lender or Noteholder or such subsequent holder at the address of such Purchaser Lender or Noteholder set forth in Schedule 4.4 or at such other address as such Purchaser Lender or Noteholder or such subsequent holder may from time to time designate in writing to the Company or, if a bank account is designated for the Purchaser such Lender or Noteholder on Schedule 4.4 hereto or in any written notice to the Company from such Purchaser Lender or Noteholder or any such subsequent holder, the 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, marked for attention as indicated, or in such other manner or to such other account of such Purchaser Lender or Noteholder or such holder in any bank in the United States as such Purchaser the Lender or Noteholder or any such subsequent holder may from time to time direct in writing. The holder of any Note to which this Section 2.4 applies agrees that in the event it shall sell or transfer any such Note (other than the sale of participations in the Note) (i) it will (A) will, prior to the delivery of such Note (unless it has already done so), make a notation thereon of all principal, if any, prepaid on such Note and will also note thereon and of the date to which interest has been paid thereonon such Note, and (Bii) it will promptly notify the Company in writing of the name and address of the transferee of the any Note so transferred. To With respect to the extent Notes to which 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 (1y) the Company shall have received from the transferor thereof written notice of the transfer of such Note Note, and of the name and address of the transferee, or (2z) 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 requesting direct payment be deemed to have agreed, to return the Note to the Company promptly following the final payment thereof.

Direct Payment. Notwithstanding anything to the contrary in this Agreement herein or the Note, in case the Note is owned by the Purchaser or its nominee (or owned by any other institutional holder who has given written notice to the Company requesting that the provision of this Section 2.4 shall apply)Notes, the Company will promptly and punctually shall pay when due the principal thereof and interest thereon, all amounts payable with respect to each Note held by an Institutional Investor (without any presentment thereof directly to such Purchaser or such subsequent holder at the address of such Purchaser or at Notes and without any notation of such other address as such Purchaser or such subsequent holder may from time to time designate in writing to the Company orpayment being made thereon) by crediting, if a by federal funds bank account is designated for the Purchaser or in any written notice to the Company from such Purchaser or any such subsequent holderwire transfer, 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 holder Institutional Investor in any bank in the United States of America as may be designated in writing by such Purchaser Institutional Investor, or any in such subsequent holder other manner as may from time be reasonably directed or to time such other address in the United States of America as may be reasonably designated in writing by such Institutional Investor. Your address on Annex 1 hereto shall be deemed to constitute notice, direction or designation (as appropriate) to the Company with respect to direct in writingpayments as aforesaid. The Otherwise, all amounts payable with respect to each Note shall be made by check mailed and addressed to the registered holder of any each Note at the address shown in the register maintained by the Company pursuant to which this Section 2.4 applies 6.1 hereof. Each holder of Notes agrees that in the event it shall sell or transfer any such Note Note (a) it will (A) shall, prior to the delivery of such Note (unless it shall have already done so), make a notation thereon of all principal, if any, prepaid on such Note and shall also note thereon and of the date to which interest has shall have been paid thereonon such Note, and and (Bb) it shall promptly notify the Company in writing of the name and address of the transferee of the any such Note so transferred. To transferred and 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 effective date 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 requesting direct payment be deemed to have agreed, to return the Note to the Company promptly following the final payment thereof.

Direct Payment. Notwithstanding anything to the contrary herein or in this Agreement or the Note, in case the Note is owned by the Purchaser or its nominee (or owned by any other institutional holder who has given written notice to the Company requesting that the provision of this Section 2.4 shall apply)Notes, the Company will promptly and punctually shall pay when due the principal thereof and interest thereon, all amounts payable to any Institutional Investor with respect to each Note held by such Institutional Investor (without any presentment thereof directly to such Purchaser or such subsequent holder at the address of such Purchaser or at Notes and without any notation of such other address as such Purchaser or such subsequent holder may from time to time designate in writing to the Company orpayment being made thereon) by crediting, if a by federal funds bank account is designated for the Purchaser or in any written notice to the Company from such Purchaser or any such subsequent holderwire transfer, 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 holder Institutional Investor in any bank in the United States of America as may be designated in writing by such Purchaser Institutional Investor, or any in such subsequent holder other manner as may from time be reasonably directed or to time such other address in the United States of America as may be reasonably designated in writing by such Institutional Investor. Your address on Annex 1 shall be deemed to constitute notice, direction or designation (as appropriate) to the Company with respect to direct in writingpayments as aforesaid. The In all other cases, all amounts payable with respect to each Note shall be made by check mailed and addressed to the registered holder of any each Note at the address shown in the register maintained by the Company pursuant to which this Section 2.4 applies 0. Each holder of Notes agrees that in the event it shall sell or transfer any such Note Note (a) it will (A) shall, prior to the delivery of such Note (unless it shall have already done so), make a notation thereon of all principal, if any, prepaid on such Note and shall also note thereon and of the date to which interest has shall have been paid thereonon such Note, and and (Bb) it shall promptly notify the Company in writing of the name and address of the transferee of the any such Note so transferred. To the extent this Section 2.4 appliestransferred (or, the Company shall be entitled to presume conclusively that the original or if such subsequent institutional holder as shall does not 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 information, the name and address of the transferee, or (2Person effecting such transfer) and the effective date of 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 requesting direct payment be deemed to have agreed, to return the Note to the Company promptly following the final payment thereof.

Direct Payment. Notwithstanding anything to the contrary herein or in this Agreement or the Note, in case the Note is owned by the Purchaser or its nominee (or owned by any other institutional holder who has given written notice to the Company requesting that the provision of this Section 2.4 shall apply)Subordinated Notes, the Company will promptly and punctually shall pay when due the principal thereof and interest thereon, all amounts payable with respect to each Subordinated Note held by an Institutional Investor (without any presentment thereof directly to such Purchaser or such subsequent holder at the address of such Purchaser or at Subordinated Notes and without any notation of such other address as such Purchaser or such subsequent holder may from time to time designate in writing to the Company orpayment being made thereon) by crediting, if a by federal funds bank account is designated for the Purchaser or in any written notice to the Company from such Purchaser or any such subsequent holderwire transfer, 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 holder Institutional Investor in any bank in the United States of America as may be designated in writing by such Purchaser Institutional Investor, or any in such subsequent holder other manner as may from time be reasonably directed or to time such other address in the United States of America as may be reasonably designated in writing by such Institutional Investor. Your address on Annex 1 shall be deemed to constitute notice, direction or designation (as appropriate) to the Company with respect to direct in writingpayments as aforesaid. The In all other cases, all amounts payable with respect to each Subordinated Note shall be made by check mailed and addressed to the registered holder of any each Subordinated Note at the address shown in the register maintained by the Company pursuant to which this Section 2.4 applies 6.1. Each holder of Subordinated Notes agrees that in the event it shall sell or transfer any such Note Subordinated Note (a) it will (A) shall, prior to the delivery of such Subordinated Note (unless it shall have already done so), make a notation thereon of all principal, if any, prepaid on such Subordinated Note and shall also note thereon and of the date to which interest has shall have been paid thereonon such Subordinated Note, and and (Bb) it shall promptly notify the Company in writing of the name and address of the transferee of the any such Subordinated Note so transferred. To transferred and 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 effective date 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 requesting direct payment be deemed to have agreed, to return the Note to the Company promptly following the final payment thereof.

Direct Payment. Notwithstanding anything to the contrary herein or in this Agreement or the Note, in case the Note is owned by the Purchaser or its nominee (or owned by any other institutional holder who has given written notice to the Company requesting that the provision of this Section 2.4 shall apply)Notes, the Company will promptly and punctually shall pay when due the principal thereof and interest thereon, all amounts payable with respect to each Note held by an Institutional Investor (without any presentment thereof directly to such Purchaser or such subsequent holder at the address of such Purchaser or at Notes and without any notation of such other address as such Purchaser or such subsequent holder may from time to time designate in writing to the Company orpayment having been made thereon) by crediting, if a by federal funds bank account is designated for the Purchaser or in any written notice to the Company from such Purchaser or any such subsequent holderwire transfer of immediately available funds, 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 holder Institutional Investor in any bank in the United States of America as may be designated in writing by such Purchaser Institutional Investor, or any in such subsequent holder other manner as may from time be reasonably directed or to time such other address in the United States of America as may be reasonably designated in writing by such Institutional Investor. Your address on Annex 1.2 hereto shall be deemed to constitute notice, direction or designation (as appropriate) to the Company with respect to direct in writingpayments as aforesaid. The In all other cases, all amounts payable with respect to each Note shall be made by check mailed and addressed to the registered holder of any each Note at the address shown in the register maintained by the Company pursuant to which this Section 2.4 applies 6.1 hereof. Each holder of Notes agrees that in the event it shall sell or transfer any such Note Note (a) it will (A) shall, prior to the delivery of such Note (unless it shall have already done so), make a notation thereon of all principal, if any, prepaid on such Note and shall also note thereon and of the date to which interest has shall have been paid thereonon such Note, and and (Bb) it shall promptly notify the Company in writing of the name and address of the transferee of the any such Note so transferred. To transferred and 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 effective date 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 requesting direct payment be deemed to have agreed, to return the Note to the Company promptly following the final payment thereof.

Direct Payment. Notwithstanding anything any provision to the contrary herein or in this Agreement or the NoteNotes with respect to place of payment, in case so long as GMAC shall hold any of the Note is owned by the Purchaser or its nominee (or owned by any other institutional holder who has given written notice to the Company requesting that the provision of this Section 2.4 shall apply)Notes, the Company will promptly and punctually shall pay when due to GMAC the principal thereof and interest thereon, on such Note without any presentment thereof directly to such Purchaser or such subsequent holder at the address and without notation of such Purchaser or at such other address as such Purchaser or such subsequent holder may from time to time designate in writing to the Company orpayment being made thereon, if a bank account is designated for the Purchaser GMAC or in any written notice to the Company from such Purchaser or any such subsequent holder, the GMAC. The Company will shall make such payments in to a bank account by wire transfer of immediately available funds to such bank accountfunds, marked for attention as indicated, or in such other manner or to such other account of such Purchaser or such holder GMAC in any bank in the United States as such Purchaser or any such subsequent holder GMAC may from time to time direct in writing. The holder 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 such transferee as was provided by GMAC pursuant to this Section 7.5 and shall not require presentment thereof by such transferee 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 to which this Section 2.4 applies agrees that in the event by it, it shall sell or transfer any such Note it will either (Aa) prior surrender the same to the delivery of such 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 a the same available to the Company, at its office designated as herein provided, for notation thereon of all principal, if any, prepaid thereon and the extent to which any payment has been made on account of the date principal thereof. Each holder of a Note further agrees that it shall, at any time during regular business hours, permit the Company to which interest make appropriate notation on any Note then held by it of the amount of principal that has been paid thereon, and (B) promptly notify if the Company Company, at least seven days prior to the date upon which such notation is to be made, shall have in writing of requested permission to make such notation, specifying the name and address of date when the transferee of the Note so transferred. To the extent this Section 2.4 applies, the Company shall same is to 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 requesting direct payment be deemed to have agreed, to return the Note to the Company promptly following the final payment thereofmade.