Common use of Direct Payment Clause in Contracts

Direct Payment. Notwithstanding anything to the contrary in the Agreements or the Debentures, the Company will pay all amounts payable with respect to any Debentures held by each holder 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 provisions of this Section shall apply (without any presentment of such Debentures and without any notation of such payment being made thereon) by crediting the account of such holder in any bank in the United States as may be designated in writing by such holder (accompanied by sufficient information to identify the source and application of such funds) with good funds available on such payment date, or in such other manner or to such other address in the United States as may be designated in writing by such holder. The holder of any of the Debentures to which this Section applies agrees (A) that in the event it shall sell or transfer any of the Debentures, prior to the delivery of such Debentures to the purchaser or transferee (a) it will (i) make a proper notation thereon of the portion of the Debenture which has been redeemed, or (ii) surrender the Debenture in exchange for a new Debenture representing the then outstanding principal amount of the Debentures being sold or disposed of and the principal amount of the Debentures held by such holder after such sale or disposition, and (b) it will promptly notify the Company of the name and address of the transferee of the Debentures being sold or disposed of; and (B) to 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. Any person to whom this Section 4.1 applies agrees that Debentures which are redeemed in full or paid on maturity will be surrendered to the Company against such payment in accordance with the terms of the Agreements.

Direct Payment. Notwithstanding anything to the contrary in Section 1.5 or Section 12.2 or in the Agreements Notes, in the case of any Note owned by a Purchaser or the Debentures, the Company will pay all amounts payable with respect to its nominee or owned by any Debentures held by each other holder of Debentures which the Notes who 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 2.7 shall apply (apply, the Company shall promptly and punctually pay or cause any Paying Agent to pay, when due, the principal thereof, interest thereon, or Prepayment Call Price or Change in Control Event Prepayment Price with respect thereto, if any, without any presentment thereof, directly to such Purchaser or such subsequent holder at the address of such Debentures 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 such Purchaser on Schedule I hereto or in any written notice to the Company from such Purchaser or any such subsequent holder, the Company shall make such payments in current and without any notation 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 payment being made thereon) by crediting the account of Purchaser or such holder in any bank in the United States as may be designated in writing by the Purchaser or any such holder (accompanied by sufficient information may from time to identify time direct in writing; provided, however, that any Note paid or prepaid in full shall promptly be surrendered to the source and application of such funds) with good funds available on 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 date, or in such other manner or to such other address in the United States as may be designated in writing by such holderprepayment. The holder of any of the Debentures Notes to which this Section 2.7 applies agrees (A) that it shall make a notation thereon of all principal, if any, prepaid in part on such Notes and shall also note thereon the date to which interest has been paid on such Notes and that if requested by the Company or any Paying Agent, shall verify to the Company and any Paying Agent such notations on the Notes by the delivery in the event it shall sell or transfer any manner contemplated by Section 12.8 of the Debentures, prior to the delivery a photocopy of such Debentures notations as they appear on the Notes. With respect to Notes to which this Section 2.7 applies, the purchaser Company shall be entitled to presume conclusively for all purposes hereunder that the Purchaser or transferee such subsequent holder as shall have requested the provisions hereof to apply to its Notes remains the holder of such Notes until (a) it will (i) make a proper notation thereon the Company shall have received from the transferor written notice of the portion transfer of the Debenture which has been redeemed, or (ii) surrender the Debenture in exchange for a new Debenture representing the then outstanding principal amount of the Debentures being sold or disposed of and the principal amount of the Debentures held by such holder after such sale or dispositionNotes, and (b) it will promptly notify the Company of the name and address of the transferee of the Debentures being sold transferee, or disposed of; and (Bb) such Notes shall have been presented 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. Any person to whom this Section 4.1 applies agrees that Debentures which are redeemed in full or paid on maturity will be surrendered to the Company against such payment in accordance with the terms evidence of the Agreementstransfer.

Direct Payment. Notwithstanding anything to the contrary in the Agreements this Agreement or the DebenturesNotes, in the Company will pay all amounts payable with respect to case of any Debentures held Note owned by each holder of Debentures which a Holder that is a Purchaser or any other Institutional Holder who 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 SECTION 2.5 shall apply (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 Debentures and without any notation of Holder set forth in Schedule I or at such payment being made thereon) by crediting other address as such Holder may from time to time designate in writing to the Company or, if a bank account of is designated for such holder 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 in the United States account, marked for attention as may be designated in writing by such holder (accompanied by sufficient information to identify the source and application of such funds) with good funds available on such payment dateindicated, or in such other manner or to such other address account of such Holder in any bank in the United States as such Holder may be designated from time to time direct in writing by such holderwriting. The holder of any of the Debentures Holder to which this Section SECTION 2.5 applies agrees (A) that in the event it shall sell or transfer any of the Debenturessuch Notes (i) it will, prior to the delivery of such Debentures to the purchaser or transferee Notes (a) unless it will (i) has already done so), make a proper notation thereon of all principal, if any, prepaid on such Notes and will also note thereon the portion of the Debenture date to which interest has been redeemed, or (ii) surrender the Debenture in exchange for a new Debenture representing the then outstanding principal amount of the Debentures being sold or disposed of and the principal amount of the Debentures held by paid on such holder after such sale or dispositionNotes, and (bii) it will promptly notify the Company in writing of the name and address of the transferee of the Debentures being sold or disposed of; and (B) any Notes so transferred. With respect to indemnify Notes to which this SECTION 2.5 applies, the Company for shall be entitled to presume conclusively that any losses incurred by 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 a direct result evidence of such holder's failure to comply with the requirements of clause (A) abovetransfer. Any person such notice of transfer by a Holder shall constitute conclusive evidence that the transfer of the Notes referred to whom this Section 4.1 applies agrees that Debentures which are redeemed in full or paid on maturity will be surrendered to such notice is regular and proper and the Company against such payment in accordance with the terms of the Agreementsshall be entitled to rely thereon.

Direct Payment. Notwithstanding anything to the contrary in the Agreements this Agreement or the DebenturesNote, in case the Company will pay all amounts payable with respect to Note is owned by the Purchaser or its nominee (or owned by any Debentures held by each other institutional holder of Debentures which who has given written notice to the Company (such as the written direction given in Schedule I to this Agreement) requesting that the provisions provision of this Section SECTION 2.4 shall apply (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 Debentures and without 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 notation 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 payment being made thereon) by crediting the account of Purchaser or such holder in any bank in the United States as such Purchaser or any such subsequent holder may be designated from time to time direct in writing by such holder (accompanied by sufficient information to identify the source and application of such funds) with good funds available on such payment date, or in such other manner or to such other address in the United States as may be designated in writing by such holderwriting. The holder of any of the Debentures Note to which this Section SECTION 2.4 applies agrees (A) that in the event it shall sell or transfer any of the Debentures, such Note it will (A) prior to the delivery of such Debentures to the purchaser or transferee (a) it will (i) Note make a proper notation thereon of the portion all principal, if any, prepaid thereon and of the Debenture date to which interest has been redeemed, or (ii) surrender the Debenture in exchange for a new Debenture representing the then outstanding principal amount of the Debentures being sold or disposed of and the principal amount of the Debentures held by such holder after such sale or dispositionpaid thereon, and (bB) it will promptly notify the Company in writing of the name and address of the transferee of the Debentures being sold or disposed of; and (B) to indemnify Note so transferred. To the extent this SECTION 2.4 applies, the Company for any losses incurred by 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 a evidence of the transfer. The Purchaser agrees, and any subsequent holder requesting direct result of such holder's failure payment pursuant to comply with this SECTION 2.4 shall by requesting direct payment be deemed to have agreed, to return the requirements of clause (A) above. Any person to whom this Section 4.1 applies agrees that Debentures which are redeemed in full or paid on maturity will be surrendered Note to the Company against such promptly following the final payment in accordance with the terms of the Agreementsthereof.

Direct Payment. Notwithstanding anything to the contrary in the Agreements this Agreement or the DebenturesNotes, in the Company will pay all amounts payable with respect to case of any Debentures held Note owned by each you or your nominee or owned by any subsequent institutional holder of Debentures which who 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 shall apply (apply, the Company will promptly and punctually pay when due the principal thereof and premium, if any, and interest thereon, without any presentment of thereof directly to you, to your nominee or to such Debentures and without subsequent holder at your address or your nominee's address set forth in Schedule I or at such other address as 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 you or your nominee on Schedule I hereto or in any notation of written notice to the Company from you, your nominee or any such payment being made thereon) by crediting subsequent 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 you, your nominee or such holder in any bank in the United States as you, your nominee or any such subsequent holder may be designated from time to time direct in writing writing. If for any reason whatsoever the Company does not make any such payment by such holder (accompanied by sufficient information to identify 12:00 Noon Chicago, Illinois time on the source and application of such funds) with good funds available on date due, such payment date, or in shall be deemed to have been made on the next following Business Day and such other manner or to such other address in payment shall bear interest at the United States overdue rate as may be designated in writing by such holderprovided herein. The holder of any of the Debentures Notes to which this Section applies agrees (A) that in the event it shall sell or transfer any of the Debenturessuch Notes it will, prior to the delivery of such Debentures Notes (unless it has already done so), make a notation thereon of all principal, if any, prepaid on such Notes and will also note thereon the date to which interest has been paid on such Notes. With respect to Notes to which this Section applies, the purchaser Company shall be entitled to presume conclusively that the original or transferee such subsequent institutional holder as shall have requested the provisions hereof to apply to its Notes remains the holder of such Notes until (a) it will (i) make a proper notation thereon the Company shall have received notice of the portion transfer of the Debenture which has been redeemed, or (ii) surrender the Debenture in exchange for a new Debenture representing the then outstanding principal amount of the Debentures being sold or disposed of and the principal amount of the Debentures held by such holder after such sale or dispositionNotes, and (b) it will promptly notify the Company of the name and address of the transferee of the Debentures being sold transferee, or disposed of; and (Bb) such Notes shall have been presented 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. Any person to whom this Section 4.1 applies agrees that Debentures which are redeemed in full or paid on maturity will be surrendered to the Company against such payment in accordance with the terms evidence of the Agreementstransfer.

Direct Payment. Notwithstanding anything to the contrary in the Agreements this Agreement or the DebenturesNotes, in the Company will pay all amounts payable with respect to case of any Debentures held Note owned by each holder of Debentures which a Purchaser or its nominee or owned by any other Qualified Holder who 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 shall apply (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 Qualified Holder at the address of such Debentures and without any notation of Purchaser set forth in Schedule I or at such payment being made thereon) by crediting 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 of 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 in the United States account, marked for attention as may be designated in writing by such holder (accompanied by sufficient information to identify the source and application of such funds) with good funds available on such payment dateindicated, or in such other manner or to such other address 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 be designated from time to time direct in writing by such holderwriting. The holder of any Note agrees that upon the payment in full of the Debentures outstanding principal amount of, premium, if any, and interest on such Note, such holder shall, at the request of the Company, surrender such Note at the office of the Company where the Note Register is kept pursuant to 9.1. The holder of any Notes to which this Section applies agrees (A) that in the event it shall sell or transfer any of the Debenturessuch Notes (i) it will, prior to the delivery of such Debentures to the purchaser or transferee Notes (a) unless it will (i) has already done so), make a proper notation thereon of all principal, if any, prepaid on such Notes and will also note thereon the portion of the Debenture date to which interest has been redeemed, or (ii) surrender the Debenture in exchange for a new Debenture representing the then outstanding principal amount of the Debentures being sold or disposed of and the principal amount of the Debentures held by paid on such holder after such sale or dispositionNotes, and (bii) it will promptly notify the Company of the name and address of the transferee of any Notes so transferred. As used in this 2.6 the Debentures being sold or disposed of; and (B) to indemnify the Company for any losses incurred by the Company as term "Qualified Holder" shall mean a direct result holder of such holder's failure to comply with the requirements of clause (A) above. Any person to whom this Section 4.1 applies agrees that Debentures which are redeemed in full or paid on maturity will be surrendered to the Company against such payment in accordance with the terms not less than 5% of the Agreementsthen outstanding principal amount of the Notes.

Direct Payment. Notwithstanding anything to the contrary in the Agreements this Agreement or the DebenturesNotes, in the Company will pay all amounts payable with respect to case of any Debentures held Note owned by each a Purchaser or its nominee or owned by any other institutional holder of Debentures which who 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 shall apply (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 Debentures and without 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 such Purchaser on Schedule I hereto or in any notation 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 payment being made thereon) by crediting the account of Purchaser or such holder in any bank in the United States as the Purchaser or any such subsequent holder may from time to time direct in writing. The Company will cause such payments to be designated in writing made by such holder (accompanied by sufficient information to identify noon, Eastern time, on the source and application of such funds) with good funds available on date such payment dateis due. Any such payment which is received after noon, or in such other manner or Eastern time, on any business day shall, for all purposes of this Agreement and the Notes, be deemed to such other address in have been received on the United States as may be designated in writing by such holderfollowing business day. The holder of any of the Debentures Notes to which this Section applies agrees (A) that in the event it shall sell or transfer any of the Debenturessuch Notes (i) it will, prior to the delivery of such Debentures to the purchaser or transferee Notes (a) unless it will (i) has already done so), make a proper notation thereon of all principal, if any, prepaid on such Notes and will also note thereon the portion of the Debenture date to which interest has been redeemed, or (ii) surrender the Debenture in exchange for a new Debenture representing the then outstanding principal amount of the Debentures being sold or disposed of and the principal amount of the Debentures held by paid on such holder after such sale or dispositionNotes, and (bii) it will promptly notify the Company of the name and address of the transferee of the Debentures being sold or disposed of; and (B) any Notes so transferred. With respect to indemnify Notes to which this Section applies, the Company for any losses incurred by shall be entitled to presume conclusively that the original or such subsequent institutional holder as shall have requested the provisions hereof to apply to its Notes remains the holder of such Notes until (y) the Company shall have received notice of the transfer of such Notes, and of the name and address of the transferee, or (z) such Notes shall have been presented to the Company as a direct result of such holder's failure to comply with the requirements of clause (A) above. Any person to whom this Section 4.1 applies agrees that Debentures which are redeemed in full or paid on maturity will be surrendered to the Company against such payment in accordance with the terms evidence of the Agreementstransfer.

Direct Payment. Notwithstanding anything to the contrary in the Agreements this Agreement or the DebenturesNotes, in the Company will pay all amounts payable with respect to case of any Debentures held Note owned by each the Purchaser or its nominee or owned by any other institutional holder of Debentures which who 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 shall apply (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 Purchaser or such subsequent holder at the address of the Purchaser set forth in Schedule 1 or at such Debentures and without other address as 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 notation of written notice to the Company from the Purchaser or any such payment being made thereon) by crediting 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 the Purchaser or such holder in any bank in the United States as the Purchaser or any such subsequent holder may be designated from time to time direct in writing by such holder (accompanied by sufficient information to identify the source and application of such funds) with good funds available on such payment date, or in such other manner or to such other address in the United States as may be designated in writing by such holderwriting. The holder of any of the Debentures Notes to which this Section applies agrees (A) that in the event it shall sell or transfer any of the Debenturessuch Notes it will, prior to the delivery of such Debentures to the purchaser or transferee Notes (a) unless it will (i) has already done so), make a proper notation thereon of all principal, if any, prepaid on such Notes and will also note thereon the portion date to which interest has been paid on such Notes. With respect to Notes to which this Section applies, the Company shall be entitled to presume conclusively that the original or such subsequent institutional holder as shall have requested the provisions hereof to apply to its Notes remains the holder of such Notes until (1) the Company shall have received notice of the Debenture which has been redeemed, or (ii) surrender the Debenture in exchange for a new Debenture representing the then outstanding principal amount transfer of the Debentures being sold or disposed of and the principal amount of the Debentures held by such holder after such sale or dispositionNotes, and (b) it will promptly notify the Company of the name and address of the transferee of the Debentures being sold transferee, or disposed of; and (B2) such Notes shall have been presented 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. Any person to whom this Section 4.1 applies agrees that Debentures which are redeemed in full or paid on maturity will be surrendered to the Company against such payment in accordance with the terms evidence of the Agreementstransfer.

Direct Payment. Notwithstanding anything to the contrary in the Agreements this Agreement or the DebenturesNote, in case the Company will pay all amounts payable with respect to any Debentures Note is held by each the Purchaser or its nominee (or held by any other institutional holder of Debentures which who has given written notice to the Company (such as the written direction given in Schedule I to this Agreement) requesting that the provisions provision of this Section 2.4 shall apply (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 Debentures 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 without any notation 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 payment being made thereon) by crediting the account of Purchaser or such holder in any bank in the United States as such Purchaser or any such subsequent holder may be designated from time to time direct in writing by such holder (accompanied by sufficient information to identify the source and application of such funds) with good funds available on such payment date, or in such other manner or to such other address in the United States as may be designated in writing by such holderwriting. The holder of any of the Debentures Note to which this Section 2.4 applies agrees (A) that in the event it shall sell or transfer any of the Debentures, such Note it will (A) prior to the delivery of such Debentures to the purchaser or transferee (a) it will (i) Note make a proper notation thereon of the portion all principal, if any, prepaid thereon and of the Debenture date to which interest has been redeemed, or (ii) surrender the Debenture in exchange for a new Debenture representing the then outstanding principal amount of the Debentures being sold or disposed of and the principal amount of the Debentures held by such holder after such sale or dispositionpaid thereon, and (bB) it will promptly notify the Company in writing of the name and address of the transferee of the Debentures being sold or disposed of; and (B) to indemnify Note so transferred. To the extent this Section 2.4 applies, the Company for any losses incurred by 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 a evidence of the transfer. The Purchaser agrees, and any subsequent holder requesting direct result of such holder's failure payment pursuant to comply with the requirements of clause (A) above. Any person to whom this Section 4.1 applies agrees that Debentures which are redeemed in full or paid on maturity will 2.4 shall by requesting direct payment be surrendered deemed to have agreed, to return the Note to the Company against such promptly following the final payment in accordance with the terms of the Agreementsthereof.

Direct Payment. Notwithstanding anything to the contrary in the Agreements this Agreement or the DebenturesNotes, in the Company will pay all amounts payable with respect to case of any Debentures held Note owned by each a Purchaser or its nominee or owned by any other institutional holder of Debentures which who 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 shall apply (apply, the Company 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, 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 (not less than five (5) days prior to the next payment) or, if a bank account is designated for such Purchaser on Schedule I hereto or in any written notice to the Company from such Purchaser 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 Debentures and without any notation of such payment being made thereon) by crediting the account of Purchaser or such holder in any bank in the United States as the Purchaser or any such subsequent holder may be designated from time to time direct in writing by such holder (accompanied by sufficient information not less than five (5) days prior to identify the source and application of such funds) with good funds available on such payment date, or in such other manner or to such other address in the United States as may be designated in writing by such holdernext payment). The holder of any of the Debentures Notes to which this Section applies agrees (A) that in the event it shall sell or transfer any of the Debenturessuch Notes (i) it will, prior to the delivery of such Debentures to the purchaser or transferee Notes (a) unless it will (i) has already done so), make a proper notation thereon of all principal, if any, prepaid on such Notes and will also note thereon the portion of the Debenture date to which interest has been redeemed, or (ii) surrender the Debenture in exchange for a new Debenture representing the then outstanding principal amount of the Debentures being sold or disposed of and the principal amount of the Debentures held by paid on such holder after such sale or dispositionNotes, and (bii) it will promptly notify the Company of the name and address of the transferee of the Debentures being sold or disposed of; and (B) any Notes so transferred. With respect to indemnify Notes to which this Section applies, the Company for any losses incurred by shall be entitled to presume conclusively that the original or such subsequent institutional holder as shall have requested the provisions hereof to apply to its Notes remains the holder of such Notes until (y) the Company shall have received written notice of the transfer of such Notes, and of the name and address of the transferee, or (z) such Notes shall have been presented to the Company as a direct result of such holder's failure to comply with the requirements of clause (A) above. Any person to whom this Section 4.1 applies agrees that Debentures which are redeemed in full or paid on maturity will be surrendered to the Company against such payment in accordance with the terms evidence of the Agreementstransfer, whichever shall occur earlier.

Direct Payment. Notwithstanding anything to the contrary in the Agreements this Agreement or the DebenturesNotes, in the Company will pay all amounts payable with respect to case of any Debentures held Note owned by each a Purchaser, Additional Purchaser or its nominee or owned by any other Institutional Holder who is a registered holder of Debentures which Notes pursuant to §9.1 and who has given written notice to the Company (such as the written direction given in Schedule I to this Agreement) Obligors requesting that the provisions of this Section shall apply (apply, the 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 Debentures and without 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 Obligors or, if a bank account is designated for such Purchaser or Additional Purchaser on Schedule I hereto or in any notation written notice to the Obligors from such Purchaser, Additional Purchaser or any such subsequent holder, the Obligors will make such payments in immediately available funds to such bank account 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 payment being made thereon) by crediting the account of Purchaser, Additional Purchaser or such holder in any bank in the United States as the Purchaser, Additional Purchaser or any such subsequent holder may be designated from time to time direct in writing by such holder (accompanied by sufficient information to identify the source and application of such funds) with good funds available on such payment date, or in such other manner or to such other address in the United States as may be designated in writing by such holderwriting. The holder of any of the Debentures Notes to which this Section applies agrees (A) that in the event it shall sell or transfer any of the Debenturessuch Notes (i) it will, prior to the delivery of such Debentures to the purchaser or transferee Notes (a) unless it will (i) has already done so), make a proper notation thereon of all principal, if any, prepaid on such Notes and will also note thereon the portion of the Debenture date to which interest has been redeemed, or (ii) surrender the Debenture in exchange for a new Debenture representing the then outstanding principal amount of the Debentures being sold or disposed of and the principal amount of the Debentures held by paid on such holder after such sale or dispositionNotes, and (bii) it will promptly notify the Company Obligors of the name and address of the transferee of any Notes so transferred. With respect to Notes to which this Section applies, the Debentures being sold Obligors shall be entitled to presume conclusively that the original or disposed of; and (B) such subsequent Institutional Holder as shall have requested the provisions hereof to indemnify apply to its Notes remains the Company for any losses incurred by the Company as a direct result holder of such holder's failure to comply with Notes until (y) the requirements Obligors shall have received notice of clause the transfer of such Notes, and of the name and address of the transferee, or (Az) above. Any person to whom this Section 4.1 applies agrees that Debentures which are redeemed in full or paid on maturity will be surrendered such Notes shall have been presented to the Company against such payment in accordance with the terms Obligors as evidence of the Agreementstransfer.

Direct Payment. Notwithstanding anything to the contrary in the Agreements this Agreement or the DebenturesNote, in the Company will pay all amounts payable with respect to case the Note is owned by you or your nominee or owned by any Debentures held by each other institutional holder 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 provisions of this Section shall apply (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 you or such subsequent holder at your address set forth at the beginning of this Agreement or at such Debentures and without other address as 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 beginning of this Agreement or in any notation of written notice to the Company from you or any such payment being made thereon) by crediting 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 yours or such holder in any bank in the United States as you or any such subsequent holder may be designated from time to time direct in writing by such holder (accompanied by sufficient information to identify the source and application of such funds) with good funds available on such payment date, or in such other manner or to such other address in the United States as may be designated in writing by such holderwriting. The holder of any of the Debentures to which Note agrees that if this Section applies agrees (A) that shall apply, in the event it shall sell or transfer any of the DebenturesNote (i) it will, prior to the delivery of such Debentures to the purchaser or transferee Note (a) unless it will (i) has already done so), make a proper notation thereon of all principal, if any, prepaid on the portion of Note and will also note thereon the Debenture date to which interest has been redeemed, or (ii) surrender paid on 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 dispositionNote, and (bii) it will promptly notify the Company of the name and address of the transferee of the Debentures being sold Note. The Company shall be entitled to presume conclusively that the original or disposed of; and such subsequent institutional holder as shall have requested the provisions hereof to apply to the Note remains the holder of the Note until (Bx) to indemnify the Company for any losses incurred by shall have received notice of the transfer of the Note, and of the name and address of the transferee, or (y) the Note shall have been presented to the Company as a direct result of such holder's failure to comply with the requirements of clause (A) above. Any person to whom this Section 4.1 applies agrees that Debentures which are redeemed in full or paid on maturity will be surrendered to the Company against such payment in accordance with the terms evidence of the Agreementstransfer.

Direct Payment. Notwithstanding anything to the contrary in the Agreements this Agreement or the DebenturesNotes, in the Company will pay all amounts payable with respect to case of any Debentures held Note owned by each holder of Debentures which Lender, or by a Noteholder who 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 shall apply (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 Lender or Noteholder or such subsequent holder at the address of such Debentures and without Lender or Noteholder set forth in Schedule 4.4 or at such other address as such 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 such Lender or Noteholder on Schedule 4.4 hereto or in any notation written notice to the Company from such Lender or Noteholder or any such subsequent holder, the Company will make such payments 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 payment being made thereon) by crediting the account of Lender or Noteholder or such holder in any bank in the United States as the Lender or Noteholder or any such subsequent holder may be designated from time to time direct in writing by such holder (accompanied by sufficient information to identify the source and application of such funds) with good funds available on such payment date, or in such other manner or to such other address in the United States as may be designated in writing by such holderwriting. The holder of any of the Debentures Note to which this Section applies agrees (A) that in the event it shall sell or transfer any such Note (other than the sale of participations in the DebenturesNote) (i) it will, prior to the delivery of such Debentures to the purchaser or transferee Note (a) unless it will (i) has already done so), make a proper notation thereon of all principal, if any, prepaid on such Note and will also note thereon the portion of the Debenture date to which interest has been redeemed, or (ii) surrender the Debenture in exchange for a new Debenture representing the then outstanding principal amount of the Debentures being sold or disposed of and the principal amount of the Debentures held by paid on such holder after such sale or dispositionNote, and (bii) it will promptly notify the Company of the name and address of the transferee of any Note so transferred. With respect to the Debentures being sold or disposed of; and (B) Notes to indemnify which this Section applies, the Company for any losses incurred by 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 (y) the Company shall have received notice of the transfer of such Note, and of the name and address of the transferee, or (z) such Note shall have been presented to the Company as a direct result of such holder's failure to comply with the requirements of clause (A) above. Any person to whom this Section 4.1 applies agrees that Debentures which are redeemed in full or paid on maturity will be surrendered to the Company against such payment in accordance with the terms evidence of the Agreementstransfer.

Direct Payment. Notwithstanding anything to the contrary in this Agreement, the Agreements Restated and Amended Articles of Incorporation of the Company, the Preferred Stock or the DebenturesNotes, in the Company will pay all amounts payable with respect to case of any Debentures held Preferred Stock or Notes owned by each you or your nominee or owned by any other institutional holder 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 provisions of this Section shall apply (apply, the Company will promptly and punctually pay when due all amounts payable with respect to such Preferred Stock or Notes, without any presentment thereof, directly to you or such subsequent holder at your address set forth in Schedule I hereto or at such other address as 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 on Schedule I to this Agreement or in any written notice to the Company from 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 Debentures and without any notation other manner or to such other account of such payment being made thereon) by crediting the account yours or of such holder in any bank in the United States as you or any such subsequent holder may be designated from time to time direct in writing by such holder (accompanied by sufficient information to identify the source and application of such funds) with good funds available on such payment date, or in such other manner or to such other address in the United States as may be designated in writing by such holderwriting. The holder of any of the Debentures Preferred Stock to which this Section applies agrees (A) that in the event it shall sell or transfer any of the Debenturessuch Preferred Stock it will, prior to the delivery of any certificate evidencing such Debentures to the purchaser or transferee (a) it will (i) Preferred Stock, make a proper notation thereon of the portion 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 on such Notes and the date to which interest has been paid on such Notes. With respect to Preferred Stock or Notes to which this Section applies, the Company shall be entitled to presume conclusively that the holder remains the holder thereof until the Company shall have received notice from such holder of the Debenture which has been redeemed, transfer of such Preferred Stock 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 Notes and the principal amount of the Debentures held by such holder after such sale or disposition, and (b) it will promptly notify the Company of the name and address of the transferee of the Debentures being sold transferee, 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. Any person to whom this Section 4.1 applies agrees that Debentures which are redeemed in full Preferred Stock or paid on maturity will be surrendered Notes shall have been presented to the Company against such payment in accordance with the terms of the Agreementsmanner described in ss.11.4 hereof.