LOSS, THEFT, DESTRUCTION OR MUTILATION), AND
(A)
IN THE CASE OF LOSS, THEFT OR DESTRUCTION, OF INDEMNITY REASONABLY
SATISFACTORY TO IT (PROVIDED THAT IF THE HOLDER OF SUCH NOTE IS, OR IS A NOMINEE
FOR, AN ORIGINAL PURCHASER OR ANOTHER
35
HOLDER OF A NOTE WITH A MINIMUM NET WORTH OF AT LEAST $100,000,000 OR A
QUALIFIED INSTITUTIONAL BUYER, SUCH PERSON'S OWN UNSECURED AGREEMENT OF
INDEMNITY SHALL BE DEEMED TO BE SATISFACTORY), OR
(B)
IN THE CASE OF MUTILATION, UPON SURRENDER AND CANCELLATION
THEREOF,
within ten Business Days thereafter, the Companies at their own expense shall
execute and deliver, in lieu thereof, a new Note, dated and bearing interest
from the date to which interest shall have been paid on such lost, stolen,
destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or
mutilated Note if no interest shall have been paid thereon.
SECTION 14.
PAYMENTS ON NOTES.
SECTION 14.1.
PLACE OF PAYMENT.
SUBJECT TO SECTION 14.2, PAYMENTS OF
PRINCIPAL, MAKE-WHOLE AMOUNT, IF ANY, AND INTEREST BECOMING DUE AND PAYABLE ON
THE NOTES SHALL BE MADE IN NEW YORK, NEW YORK AT THE PRINCIPAL OFFICE OF
JPMORGAN CHASE BANK, N.A. IN SUCH JURISDICTION.
THE COMPANIES MAY AT ANY TIME,
BY NOTICE TO EACH HOLDER OF A NOTE, CHANGE THE PLACE OF PAYMENT OF THE NOTES SO
LONG AS SUCH PLACE OF PAYMENT SHALL BE EITHER THE PRINCIPAL OFFICE OF THE
COMPANIES IN SUCH JURISDICTION OR THE PRINCIPAL OFFICE OF A BANK OR TRUST
COMPANY IN SUCH JURISDICTION.
SECTION 14.2.
HOME OFFICE PAYMENT.
SO LONG AS ANY PURCHASER OR ITS
NOMINEE SHALL BE THE HOLDER OF ANY NOTE, AND NOTWITHSTANDING ANYTHING CONTAINED
IN SECTION 14.1 OR IN SUCH NOTE TO THE CONTRARY, EACH COMPANY WILL JOINTLY AND
SEVERALLY PAY ALL SUMS BECOMING DUE ON SUCH NOTE FOR PRINCIPAL, MAKE-WHOLE
AMOUNT, IF ANY, AND INTEREST BY THE METHOD AND AT THE ADDRESS SPECIFIED FOR SUCH
PURPOSE BELOW SUCH PURCHASER'S NAME IN SCHEDULE A, OR BY SUCH OTHER METHOD OR AT
SUCH OTHER ADDRESS AS SUCH PURCHASER SHALL HAVE FROM TIME TO TIME SPECIFIED TO
THE COMPANIES IN WRITING FOR SUCH PURPOSE, WITHOUT THE PRESENTATION OR SURRENDER
OF SUCH NOTE OR THE MAKING OF ANY NOTATION THEREON, EXCEPT THAT UPON WRITTEN
REQUEST OF THE COMPANIES MADE CONCURRENTLY WITH OR REASONABLY PROMPTLY AFTER
PAYMENT OR PREPAYMENT IN FULL OF ANY NOTE, SUCH PURCHASER SHALL SURRENDER SUCH
NOTE FOR CANCELLATION, REASONABLY PROMPTLY AFTER ANY SUCH REQUEST, TO THE
COMPANIES AT THEIR PRINCIPAL EXECUTIVE OFFICE OR AT THE PLACE OF PAYMENT MOST
RECENTLY DESIGNATED BY THE COMPANIES PURSUANT TO SECTION 14.1.
PRIOR TO ANY
SALE OR OTHER DISPOSITION OF ANY NOTE HELD BY A PURCHASER OR ITS NOMINEE, SUCH
PURCHASER WILL, AT ITS 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 COMPANIES IN EXCHANGE FOR A NEW NOTE OR NOTES
PURSUANT TO SECTION 13.2.
THE COMPANIES WILL AFFORD THE BENEFITS OF THIS