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 in this Agreement or the Note, in the case the Note is owned by the Purchaser you or its your nominee (or owned by any other institutional holder who which 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 you or such subsequent holder at your address set forth at the address beginning of such Purchaser this Agreement or at such other address as such Purchaser you or such subsequent holder may from time to time designate in writing to the Company or, if a bank account is designated for you at the Purchaser beginning of this Agreement or in any written notice to the Company from such Purchaser you 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 yours or such holder in any bank in the United States as such Purchaser you or any such subsequent holder may from time to time direct in writing. The holder of any the Note to which agrees that if this Section 2.4 applies agrees that shall apply, in the event it shall sell or transfer any such the Note (i) it will (A) will, prior to the delivery of such the Note (unless it has already done so), make a notation thereon of all principal, if any, prepaid on the Note and will also note thereon and of the date to which interest has been paid thereonon the Note, and (Bii) it will promptly notify the Company in writing of the name and address of the transferee of the Note so transferredNote. To the extent this Section 2.4 applies, the 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 the Note remains the holder of such the Note until (1x) the Company shall have received from the transferor thereof written notice of the transfer of such Note the Note, and of the name and address of the transferee, or (2y) such the 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 the Agreements or the NoteDebentures, in case the Note is owned Company will pay all amounts payable with respect to any Debentures held by the Purchaser or its nominee (or owned by any other institutional each holder who of Debentures which has given written notice to the Company (such as the written direction given in Schedule I to this Agreement) 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 interest thereon, apply (without any presentment thereof directly to such Purchaser or such subsequent holder at the address of such Purchaser or at Debentures and without any notation of such other address payment being made thereon) by crediting the account of such holder in any bank in the United States as such Purchaser or such subsequent 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 the Purchaser or in any written notice to the Company from source and application of such Purchaser or any funds) with good funds available on such subsequent 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 Purchaser or such holder in any bank address in the United States as may be designated in writing by such Purchaser or any such subsequent holder may from time to time direct in writingholder. The holder of any Note of the Debentures to which this Section 2.4 applies agrees (A) that in the event it shall sell or transfer any such Note it will (A) of the Debentures, prior to the delivery of such Note Debentures to the purchaser or transferee (a) it will (i) make a proper notation thereon of all principal, if any, prepaid thereon and the portion of the date to Debenture which interest has been paid thereonredeemed, 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 holder after such sale or disposition, and (Bb) it will promptly notify the Company in writing of the name and address of the transferee of the Note so transferredDebentures being sold or disposed of; and (B) to indemnify the Company for any losses incurred by the Company as a direct result of such holder's failure to comply with the requirements of clause (A) above. To the extent Any person to whom this Section 2.4 applies, the Company shall 4.1 applies agrees that Debentures which are redeemed in full or paid on maturity will 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 surrendered to the Company as evidence against such payment in accordance with the terms 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 thereofAgreements.

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.

Direct Payment. Notwithstanding anything to the contrary in this Agreement Section 1.5 or Section 12.2 or in the NoteNotes, in the case the of any Note is owned by the a Purchaser or its nominee (or owned by any other institutional holder of the Notes who has given written notice to the Company requesting that the provision provisions of this Section 2.4 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 thereof, interest thereon, or Prepayment Call Price or Change in Control Event Prepayment Price with respect thereto, if any, without any presentment thereof thereof, directly to such Purchaser or such subsequent holder at the address of such Purchaser set forth in Schedule I 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 such Purchaser on Schedule I hereto or in any written notice to the Company from such Purchaser 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 Purchaser or such holder in any bank in the United States as such the Purchaser or any such subsequent 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 000 XX 00xx Xxxxxx, Xxxxx 000, Xxxx Xxxxx, XX 00000, or, if applicable, at the office or agency maintained pursuant to Section 1.5, upon such payment or prepayment. The holder of any Note Notes to which this Section 2.4 2.7 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 in part on such Notes and shall also note thereon and of the date to which interest has been paid thereon, on such Notes and (B) 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 the Note so transferredNotes. To the extent With respect to Notes to which this Section 2.4 2.7 applies, the Company shall be entitled to presume conclusively for all purposes hereunder that the original Purchaser or such subsequent institutional holder as shall have requested the provisions hereof to apply to its Note Notes remains the holder of such Note Notes until (1a) the Company shall have received from the transferor thereof written notice of the transfer of such Note Notes, and of the name and address of the transferee, or (2b) such Note Notes 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 Note, in case the Note is owned held by the Purchaser or its nominee (or owned held 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 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 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 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 in this Agreement or the NoteNotes, in the case the of any Note is owned by the a Purchaser or its nominee (or owned by any other institutional holder Qualified Holder 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 (except as set forth in the immediately succeeding sentence) directly to such Purchaser or such subsequent holder Qualified Holder at the address of such Purchaser set forth in Schedule I or at such other address as such Purchaser or such subsequent holder Qualified Holder may from time to time designate in writing to the Company or, if a bank account is designated for the such Purchaser on Schedule I hereto or in any written notice to the Company from such Purchaser or any such subsequent holderQualified 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 Qualified Holder in any bank in the United States as such Purchaser or any such subsequent holder Qualified Holder may from time to time direct in writing. The 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 2.4 applies agrees that in the event it shall sell or transfer any such Note Notes (i) it will (A) will, prior to the delivery of such Note 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 and of the date to which interest has been paid thereonon such Notes, and (Bii) it will promptly notify the Company in writing of the name and address of the transferee of the Note any Notes so transferred. To As used in this 2.6 the extent this Section 2.4 applies, the Company term "Qualified Holder" 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 mean a holder of such Note until (1) the Company shall have received from the transferor thereof written notice not less than 5% of the transfer of such Note and then outstanding principal amount 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 thereofNotes.

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 or its nominee (or owned by any other institutional holder 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 directly to such the Purchaser or such subsequent holder at the address of such the Purchaser set forth in Schedule 1 or at such other address as such the 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 on Schedule I hereto or in any written notice to the Company from such the 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 the Purchaser or such holder in any bank in the United States as such the Purchaser or any such subsequent holder may from time to time direct in writing. The holder of any Note Notes to which this Section 2.4 applies agrees that in the event it shall sell or transfer any such Note Notes it will (A) will, prior to the delivery of such Note 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 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 transferredon such Notes. To the extent With respect to 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 Notes remains the holder of such Note Notes until (1) the Company shall have received from the transferor thereof written notice of the transfer of such Note Notes, and of the name and address of the transferee, or (2) such Note Notes 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 contained in this Agreement or the NoteNotes, in the case the of any Note is owned by the Purchaser you or its your nominee (or owned by any other institutional holder who subsequent Institutional Holder which has given written notice to the Company requesting that the provision provisions of this Section 2.4 2.6 shall apply), the Company will promptly and punctually pay when due the principal thereof thereof, interest thereon and interest thereonMake-Whole Amount due with respect to said principal, without any presentment thereof thereof, directly to such Purchaser you, to your nominee or to such subsequent holder Institutional Holder at the your address of such Purchaser or at your nominee's address set forth in Schedule I hereto or such other address as such Purchaser you, your nominee or such subsequent holder 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 the Purchaser you or your nominee on Schedule I hereto or in any written notice to the Company from such Purchaser you, from your nominee or from any such subsequent holderInstitutional 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 Purchaser or such holder in any bank in the United States bank as such Purchaser you, your nominee or any such subsequent holder 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 of any Note to which this Section 2.4 applies agrees that in the event if it shall sell or transfer any such Note it will (A) prior to will, before the delivery of such the Note (unless it has already done so), make a notation thereon on it of all principal, if any, prepaid thereon on the Note and of will also note on it the date to which interest has been paid thereon, and (B) promptly notify on the Company in writing of the name and address of the transferee of the Note. With respect to each Note so transferred. To the extent to which this Section 2.4 applies, the Company shall be entitled to presume conclusively that the original or such subsequent institutional holder as Institutional Holder that shall have requested the provisions hereof of this Section to apply to its the Note remains the holder of such the Note until (1y) the Company shall have received from the transferor thereof written notice of the transfer of such Note the Note, and of the name and address of the transferee, or (2z) such the Note shall have been presented to the Company as evidence of the transfer. The Purchaser agreesAt such time as the Note shall have been paid in full, and any subsequent the holder requesting direct payment pursuant to this Section 2.4 shall by requesting direct payment be deemed to have agreedof it shall, to upon the written request of the Company, return the Note to the Company promptly following the final with proper notation as to payment thereofin full.

Direct Payment. Notwithstanding anything to the contrary in this Agreement or the NoteNotes, in the case the of any Note is owned by the a Purchaser, Additional Purchaser or its nominee (or owned by any other institutional 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 provision provisions of this Section 2.4 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 such Purchaser, Additional Purchaser or such subsequent holder at the address of such Purchaser or Additional Purchaser set forth in Schedule I or at such other address as such 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 the such Purchaser or Additional Purchaser on Schedule I hereto or in any written notice to the Company Obligors from such Purchaser, 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 Purchaser, Additional Purchaser or such holder in any bank in the United States as such the Purchaser, Additional Purchaser or any such subsequent holder may from time to time direct in writing. The holder of any Note Notes to which this Section 2.4 applies agrees that in the event it shall sell or transfer any such Note Notes (i) it will (A) will, prior to the delivery of such Note 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 and of the date to which interest has been paid thereonon such Notes, and (Bii) it will promptly notify the Company in writing Obligors of the name and address of the transferee of the Note any Notes so transferred. To the extent With respect to Notes to which this Section 2.4 applies, the Company Obligors shall be entitled to presume conclusively that the original or such subsequent institutional holder Institutional Holder as shall have requested the provisions hereof to apply to its Note Notes remains the holder of such Note Notes until (1y) the Company Obligors shall have received from the transferor thereof written notice of the transfer of such Note Notes, and of the name and address of the transferee, or (2z) such Note Notes shall have been presented to the Company Obligors 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 in this Agreement or the NoteNotes, in the case the of any Note is owned by the Purchaser you or its your nominee (or owned by any other institutional holder who subsequent Institutional Holder which has given written notice to the Company requesting that the provision provisions of this Section 2.4 (S)2.6 shall apply), the Company will promptly and punctually pay when due the principal thereof thereof, interest thereon and interest thereonpremium, if any, due with respect to said principal, without any presentment thereof thereof, directly to such Purchaser you, to your nominee or to such subsequent holder Institutional Holder at the your address of such Purchaser or at your nominee's address set forth in Schedule I hereto or such other address as such Purchaser you, your nominee or such subsequent holder 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 the Purchaser you or your nominee on Schedule I hereto or in any written notice to the Company from such Purchaser you, from your nominee or from any such subsequent holderInstitutional 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 bank as such Purchaser you, your nominee or any such subsequent holder 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 of any Note Notes to which this Section 2.4 (S)2.6 applies agrees that in the event it shall sell or transfer any such Note Notes: it will (A) will, prior to the delivery of such Note 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 and of the date to which interest has been paid thereon, and on such Notes. With respect to Notes to which this (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 S)2.6 applies, the Company shall be entitled to presume conclusively that the original holder or such subsequent institutional holder Institutional Holder as shall have requested the provisions hereof to apply to its Note Notes remains the holder of such Note Notes until (1i) the Company shall have received from the transferor thereof written notice of the transfer of such Note Notes, and of the name and address of the transfereetransferee Institutional Holder, or (2ii) such Note Notes 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 you or its your nominee (or owned by any other subsequent institutional holder 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 directly to such Purchaser you, to your nominee or to such subsequent holder at the your address of such Purchaser or your nominee's address set forth in Schedule I or at such other address as such Purchaser you, your nominee 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 you or your nominee on Schedule I hereto or in any written notice to the Company from such Purchaser you, your nominee or any such subsequent 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 such Purchaser you, your nominee or such holder in any bank in the United States as such Purchaser you, your nominee or any such 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 of any Note Notes to which this Section 2.4 applies agrees that in the event it shall sell or transfer any such Note Notes it will (A) will, prior to the delivery of such Note 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 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 transferredon such Notes. To the extent With respect to 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 Notes remains the holder of such Note Notes until (1a) the Company shall have received from the transferor thereof written notice of the transfer of such Note Notes, and of the name and address of the transferee, or (2b) such Note Notes 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 Agreement, the Restated and Amended Articles of Incorporation of the Company, the Preferred Stock or the NoteNotes, in the case the Note is of any Preferred Stock or Notes owned by the Purchaser you or its your nominee (or owned by any other institutional holder who which 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 interest thereonall amounts payable with respect to such Preferred Stock or Notes, without any presentment thereof thereof, directly to such Purchaser you or such subsequent holder at the your address of such Purchaser set forth in Schedule I hereto or at such other address as such Purchaser you 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 you on Schedule I to this Agreement or in any written notice to the Company from such Purchaser you or any such subsequent holder, the 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, marked for attention as indicated, or in such other manner or to such other account of such Purchaser yours or of such holder in any bank in the United States as such Purchaser you or any such subsequent holder may from time to time direct in writing. The holder of any Note Preferred Stock to which this Section 2.4 applies agrees that in the event it shall sell or transfer any such Note Preferred Stock it will (A) will, prior to the delivery of any certificate evidencing such Note Preferred Stock, make a notation thereon of the number of shares, if any, evidenced by such certificate 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 thereon on such Notes 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 transferredon such Notes. To the extent With respect to Preferred Stock or 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 thereof until (1) the Company shall have received notice from the transferor thereof written notice such holder of the transfer of such Note Preferred Stock or Notes and of the name and address of the transferee, or (2) such Note Preferred Stock or Notes shall have been presented to the Company as evidence of in 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 thereofmanner described in ss.11.4 hereof.

Direct Payment. Notwithstanding anything to the contrary in this Agreement or the NoteNotes, in the case the of any Note is owned by the a Purchaser or its nominee (or owned by any other institutional holder 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 directly to such Purchaser or such subsequent holder at the address of such Purchaser set forth in Schedule I 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 such Purchaser on Schedule I hereto 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 the Purchaser or any such subsequent holder may from time to time direct in writing. The 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 Note Notes to which this Section 2.4 applies agrees that in the event it shall sell or transfer any such Note Notes (i) it will (A) will, prior to the delivery of such Note 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 and of the date to which interest has been paid thereonon such Notes, and (Bii) it will promptly notify the Company in writing of the name and address of the transferee of the Note any Notes so transferred. To the extent With respect to 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 Notes remains the holder of such Note Notes until (1y) the Company shall have received from the transferor thereof written notice of the transfer of such Note Notes, and of the name and address of the transferee, or (2z) such Note Notes 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 in this Agreement or the NoteNotes, in the case the of any Note is owned by the Purchaser you or its your nominee (or owned by any other institutional holder who subsequent Institutional Holder which has given written notice to the Company requesting that the provision provisions of this Section 2.4 Section2.6 shall apply), the Company will promptly and punctually pay when due the principal thereof thereof, interest thereon and interest thereonpremium, if any, due 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 such Purchaser you, to your nominee or to such subsequent holder Institutional Holder at the your address of such Purchaser or at your nominee's address set forth in Schedule I hereto or such other address as such Purchaser you, your nominee or such subsequent holder 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 the Purchaser you or your nominee on Schedule I hereto or in any written notice to the Company from such Purchaser you, from your nominee or from any such subsequent holderInstitutional 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 Purchaser or such holder in any bank in the United States bank as such Purchaser you, your nominee or any such subsequent holder Institutional Holder may from time to time direct in writing. The holder of any Note to which this Section 2.4 applies agrees that in Payments received on the event it date due shall sell or transfer any such Note it will (A) prior bear interest at the coupon rate applicable to the delivery of such Note make Notes. Payments received on a notation thereon of all principal, if any, prepaid thereon and of 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 thereon, and (B) promptly notify including the Company in writing of the name and address of the transferee of the Note so transferreddate actually paid. 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.c.

Direct Payment. Notwithstanding anything to the contrary in this Agreement or the NoteNotes, in the case the of any Note is owned by the 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 provision provisions of this Section 2.4 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 such Purchaser or such subsequent holder the Holder at the address of such Purchaser Holder set forth in Schedule I or at such other address as such Purchaser or such subsequent holder Holder may from time to time designate in writing to the Company or, if a bank account is designated for the Purchaser such Holder on Schedule I hereto or in any written notice to the Company from such Purchaser or any such subsequent holderHolder, 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 Holder in any bank in the United States as such Purchaser or any such subsequent holder Holder may from time to time direct in writing. The holder of any Note Holder to which this Section 2.4 SECTION 2.5 applies agrees that in the event it shall sell or transfer any such Note Notes (i) it will (A) will, prior to the delivery of such Note 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 and of the date to which interest has been paid thereonon such Notes, and (Bii) it will promptly notify the Company in writing of the name and address of the transferee of the Note any Notes so transferred. To the extent With respect to Notes to which this Section 2.4 SECTION 2.5 applies, the Company shall be entitled to presume conclusively that the original or such subsequent institutional holder any Institutional Holder as shall have requested the provisions hereof to apply to its Note Notes remains the holder Holder of such Note Notes until (1y) the Company shall have received from the transferor thereof written notice of the transfer of such Note Notes referred to above, and of the name and address of the transferee, or (2z) such Note Notes shall have been presented to the Company as evidence of the transfer. The Purchaser agrees, 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 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 proper and the Company promptly following the final payment thereofshall be entitled to rely thereon.

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 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 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 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 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 a Purchaser or its nominee (or owned by any other institutional holder 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 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 such Purchaser or such subsequent holder at the address of of' such Purchaser set forth in Schedule I or at such other address as such 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 the such Purchaser on Schedule I hereto or in any written notice to the Company from such Purchaser or any such subsequent holderholder (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 Purchaser or such holder in any bank in the United States as such the Purchaser or any such subsequent holder may from time to time direct in writingwriting (not less than five (5) days prior to the next payment). The holder of any Note Notes to which this Section 2.4 applies agrees that in the event it shall sell or transfer any such Note Notes (i) it will (A) will, prior to the delivery of such Note 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 and of the date to which interest has been paid thereonon such Notes, and (Bii) it will promptly notify the Company in writing of the name and address of the transferee of the Note any Notes so transferred. To the extent With respect to 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 Notes remains the holder of such Note Notes until (1y) the Company shall have received from the transferor thereof written notice of the transfer of such Note Notes, and of the name and address of the transferee, or (2z) such Note Notes 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 whichever shall by requesting direct payment be deemed to have agreed, to return the Note to the Company promptly following the final payment thereofoccur earlier.

Direct Payment. Notwithstanding anything to the contrary in this Agreement or the NoteNotes, in the case the of any Note is owned by the any Purchaser or its nominee (or owned by any other institutional holder who 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 Company requesting that the provision provisions of this Section 2.4 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 such Purchaser or such subsequent holder Institutional Holder at the address of such Purchaser set forth in Schedule I or at such other address as such Purchaser or such subsequent holder Institutional Holder may from time to time designate in writing to the Company or, if a bank account is designated for the such Purchaser on Schedule I hereto or in any written notice to the Company from such Purchaser or any such subsequent holderInstitutional 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 Institutional Holder may from time to time direct in writing. The holder of any Note With respect to Notes 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 2.5 applies, the Company shall be entitled to presume conclusively that the original or such subsequent institutional holder Institutional Holder as shall have requested the provisions hereof to apply to its Note Notes remains the holder of such Note Notes until (1) the Company shall have received from the transferor thereof written notice of the transfer of such Note Notes, and of the name and address of the transferee, or (2) such Note Notes 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.