Common use of Direct Payment Clause in Contracts

Direct Payment. Notwithstanding anything to the contrary contained herein or in the Amended Notes, but subject to the terms of the Intercreditor Agreement, the Company will pay, or will direct the Collateral Agent to pay, all amounts payable with respect to each Amended Note held by an Institutional Investor (without any presentment of such Amended Notes and without any notation of such payment being made thereon) by crediting (prior to 11:00 a.m. local time of such Institutional Investor's bank), by federal funds bank wire transfer, the account of such Institutional Investor in any bank in the United States of America as may be designated in writing by such Institutional Investor, or in such other manner as may be reasonably directed or to such other address in the United States of America as may be reasonably designated in writing by such Institutional Investor. Your address on Annex 1 hereto will be deemed to constitute notice, direction or designation (as appropriate) to the Company with respect to direct payments as aforesaid. In all other cases, all amounts payable with respect to each Amended Note will be made by check mailed and addressed to the registered holder of each Amended Note at the address shown in the register maintained by the Company pursuant to Section 8.3 hereof. Each holder of Amended Notes agrees that, in the event it shall sell or transfer any Amended Note, it shall: (a) prior to the delivery of such Amended Note, make a notation thereon of all principal, if any, prepaid on such Amended Note and shall also note thereon the date to which interest shall have been paid on such Amended Note; and (b) promptly notify the Company of the name and address of the transferee of any such Amended Note so transferred and the effective date of such transfer.

Direct Payment. Notwithstanding anything to the contrary contained herein in this Agreement or the Note, in case the Amended Notes, but subject Note is owned by the Purchaser or its nominee (or owned by any other institutional holder who has given written notice to the terms Company requesting that the provision of the Intercreditor Agreementthis Section 2.4 shall apply), the Company will paypromptly and punctually pay when due the principal thereof and interest thereon, or will direct the Collateral Agent to pay, all amounts payable with respect to each Amended Note held by an Institutional Investor (without any presentment thereof directly to such Purchaser or such subsequent holder at the address of such Amended Notes 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 of written notice to the Company from such payment being made thereon) by crediting (prior to 11:00 a.m. local time of Purchaser or any such Institutional Investor's bank), by federal funds bank wire transfersubsequent 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 Institutional Investor Purchaser or such holder in any bank in the United States of America as such Purchaser or any such subsequent holder may be designated from time to time direct in writing by such Institutional Investor, or in such other manner as may be reasonably directed or to such other address in the United States of America as may be reasonably designated in writing by such Institutional Investorwriting. Your address on Annex 1 hereto will be deemed to constitute notice, direction or designation (as appropriate) to the Company with respect to direct payments as aforesaid. In all other cases, all amounts payable with respect to each Amended Note will be made by check mailed and addressed to the registered The holder of each Amended any Note at the address shown in the register maintained by the Company pursuant to which this Section 8.3 hereof. Each holder of Amended Notes 2.4 applies agrees that, that in the event it shall sell or transfer any Amended Note, such Note it shall: will (aA) prior to the delivery of such Amended Note, Note make a notation thereon of all principal, if any, prepaid on such Amended Note thereon and shall also note thereon of the date to which interest shall have has been paid on such Amended Note; and thereon, and (bB) promptly notify the Company in writing of the name and address of the transferee of any such Amended the Note so transferred and transferred. To the effective date extent this Section 2.4 applies, the Company shall be entitled to presume conclusively that the original or such subsequent institutional holder as shall have requested the provisions hereof to apply to its Note remains the holder of such Note until (1) the Company shall have received from the transferor thereof written notice of the transfer of such Note and of the name and address of the transferee, or (2) such Note shall have been presented to the Company as evidence of the transfer. The Purchaser agrees, and any subsequent holder requesting direct payment pursuant to this Section 2.4 shall by requesting direct payment be deemed to have agreed, to return the Note to the Company promptly following the final payment thereof.

Direct Payment. Notwithstanding anything to the contrary contained herein or in the Amended Notes, but subject to the terms of the Intercreditor Agreement, the Company will pay, or will direct the Collateral Agent to pay, shall pay all amounts payable with respect to each Amended Note held by an Institutional Investor (without any presentment of such Amended Notes and without any notation of such payment being made thereon) by crediting (prior to 11:00 a.m. local time of such Institutional Investor's bank)crediting, by federal funds bank wire transfer, the account of such Institutional Investor in any bank in the United States of America as may be designated in writing by such Institutional Investor, or in such other manner as may be reasonably directed or to such other address in the United States of America as may be reasonably designated in writing by such Institutional Investor. Your address on Annex 1 hereto will shall be deemed to constitute notice, direction or designation (as appropriate) to the Company with respect to direct payments as aforesaid. In all other casesOtherwise, all amounts payable with respect to each Amended Note will shall be made by check mailed and addressed to the registered holder of each Amended Note at the address shown in the register maintained by the Company pursuant to Section 8.3 6.1 hereof. Each holder of Amended Notes agrees that, that in the event it shall sell or transfer any Amended Note, it shall: (a) it shall, prior to the delivery of such Amended NoteNote (unless it shall have already done so), make a notation thereon of all principal, if any, prepaid on such Amended Note and shall also note thereon the date to which interest shall have been paid on such Amended Note; , and (b) it shall promptly notify the Company of the name and address of the transferee of any such Amended Note so transferred and the effective date of such transfer.

Direct Payment. Notwithstanding anything to the contrary contained herein or in the Amended Subordinated Notes, but subject to the terms of the Intercreditor Agreement, the Company will pay, or will direct the Collateral Agent to pay, shall pay all amounts payable with respect to each Amended Subordinated Note held by an Institutional Investor (without any presentment of such Amended Subordinated Notes and without any notation of such payment being made thereon) by crediting (prior to 11:00 a.m. local time of such Institutional Investor's bank)crediting, by federal funds bank wire transfer, the account of such Institutional Investor in any bank in the United States of America as may be designated in writing by such Institutional Investor, or in such other manner as may be reasonably directed or to such other address in the United States of America as may be reasonably designated in writing by such Institutional Investor. Your address on Annex 1 hereto will shall be deemed to constitute notice, direction or designation (as appropriate) to the Company with respect to direct payments as aforesaid. In all other cases, all amounts payable with respect to each Amended Subordinated Note will shall be made by check mailed and addressed to the registered holder of each Amended Subordinated Note at the address shown in the register maintained by the Company pursuant to Section 8.3 hereof6.1. Each holder of Amended Subordinated Notes agrees that, that in the event it shall sell or transfer any Amended Subordinated Note, it shall: (a) it shall, prior to the delivery of such Amended NoteSubordinated Note (unless it shall have already done so), make a notation thereon of all principal, if any, prepaid on such Amended Subordinated Note and shall also note thereon the date to which interest shall have been paid on such Amended Subordinated Note; , and (b) it shall promptly notify the Company of the name and address of the transferee of any such Amended Subordinated Note so transferred and the effective date of such transfer.

Direct Payment. Notwithstanding anything to the contrary contained herein or in the Amended Notes, but subject to the terms of the Intercreditor Agreement, the Company will pay, or will direct the Collateral Agent to pay, shall pay all amounts payable with respect to each Amended Note held by an Institutional Investor (without any presentment of such Amended Notes and without any notation of such payment being having been made thereon) by crediting (prior to 11:00 a.m. local time of such Institutional Investor's bank)crediting, by federal funds bank wire transfertransfer of immediately available funds, the account of such Institutional Investor in any bank in the United States of America as may be designated in writing by such Institutional Investor, or in such other manner as may be reasonably directed or to such other address in the United States of America as may be reasonably designated in writing by such Institutional Investor. Your address on Annex 1 1.2 hereto will shall be deemed to constitute notice, direction or designation (as appropriate) to the Company with respect to direct payments as aforesaid. In all other cases, all amounts payable with respect to each Amended Note will shall be made by check mailed and addressed to the registered holder of each Amended Note at the address shown in the register maintained by the Company pursuant to Section 8.3 6.1 hereof. Each holder of Amended Notes agrees that, that in the event it shall sell or transfer any Amended Note, it shall: (a) it shall, prior to the delivery of such Amended NoteNote (unless it shall have already done so), make a notation thereon of all principal, if any, prepaid on such Amended Note and shall also note thereon the date to which interest shall have been paid on such Amended Note; , and (b) it shall promptly notify the Company of the name and address of the transferee of any such Amended Note so transferred and the effective date of such transfer.

Direct Payment. Notwithstanding anything any provision to the contrary contained herein or in the Amended NotesNotes with respect to place of payment, but subject to the terms so long as GMAC shall hold any of the Intercreditor AgreementNotes, the Company will pay, or will direct shall pay to GMAC the Collateral Agent to pay, all amounts payable with respect to each Amended interest on such Note held by an Institutional Investor (without any presentment of such Amended Notes thereof and without any notation of such payment being made thereon) , if a bank account is designated for GMAC or in any written notice to the Company from GMAC. The Company shall make such payments to a bank account by crediting (prior wire transfer of immediately available funds, marked for attention as indicated, or in such other manner or to 11:00 a.m. local time of such Institutional Investor's bank), by federal funds bank wire transfer, the other account of such Institutional Investor GMAC in any bank in the United States as GMAC may from time to time direct in writing. If GMAC transfers any Note to a transferee in accordance with the provisions of America 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 may be designated in writing was provided by GMAC pursuant to this Section 7.5 and shall not require presentment thereof by such Institutional Investortransferee or notation thereon to be made; provided, or in however, that such other manner as may be reasonably directed or to such other address transferee's Note is in the United States initial outstanding principal amount of America as may be reasonably designated in writing $500,000 or more. GMAC agrees that prior to the sale or transfer of any Note by such Institutional Investor. Your address on Annex 1 hereto will be deemed to constitute noticeit, direction or designation it shall either (as appropriatea) surrender the same to the Company with respect to direct payments as aforesaid. In all other cases, all amounts payable with respect to each Amended in exchange for a new Note will be made by check mailed and addressed in a principal amount equal to the registered holder principal amount remaining unpaid on the Note surrendered and otherwise having the same terms and provisions as the Note surrendered or (b) make the same available to the Company, at its office designated as herein provided, for notation thereon of each Amended Note at the address shown in extent to which any payment has been made on account of the register maintained by the Company pursuant to Section 8.3 hereofprincipal thereof. Each holder of Amended Notes a Note further agrees that, in the event it shall sell or transfer any Amended Note, that it shall: (a) , at any time during regular business hours, permit the Company to make appropriate notation on any Note then held by it of the amount of principal that has been paid thereon, if the Company, at least seven days prior to the delivery of date upon which such Amended Notenotation is to be made, shall have in writing requested permission to make a notation thereon of all principalsuch notation, if any, prepaid on such Amended Note and shall also note thereon specifying the date when the same is to which interest shall have been paid on such Amended Note; and (b) promptly notify the Company of the name and address of the transferee of any such Amended Note so transferred and the effective date of such transferbe made.

Direct Payment. Notwithstanding anything to the contrary contained herein or in the Amended Notes, but subject to the terms of the Intercreditor Agreement, the Company will pay, or will direct the Collateral Agent to pay, shall pay all amounts payable to any Institutional Investor with respect to each Amended Note held by an such Institutional Investor (without any presentment of such Amended Notes and without any notation of such payment being made thereon) by crediting (prior to 11:00 a.m. local time of such Institutional Investor's bank)crediting, by federal funds bank wire transfer, the account of such Institutional Investor in any bank in the United States of America as may be designated in writing by such Institutional Investor, or in such other manner as may be reasonably directed or to such other address in the United States of America as may be reasonably designated in writing by such Institutional Investor. Your address on Annex 1 hereto will shall be deemed to constitute notice, direction or designation (as appropriate) to the Company with respect to direct payments as aforesaid. In all other cases, all amounts payable with respect to each Amended Note will shall be made by check mailed and addressed to the registered holder of each Amended Note at the address shown in the register maintained by the Company pursuant to Section 8.3 hereof0. Each holder of Amended Notes agrees that, that in the event it shall sell or transfer any Amended Note, it shall: (a) it shall, prior to the delivery of such Amended NoteNote (unless it shall have already done so), make a notation thereon of all principal, if any, prepaid on such Amended Note and shall also note thereon the date to which interest shall have been paid on such Amended Note; , and (b) it shall promptly notify the Company of the name and address of the transferee of any such Amended Note so transferred (or, if such holder does not have such information, the name and address of the Person effecting such transfer) and the effective date of such transfer.