Common use of Replacement of Notes Clause in Contracts

Replacement of Notes. Upon receipt by Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of any Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and (x) 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, a Purchaser party hereto on the Closing Date or another holder of a Note with a minimum net worth of at least $10,000,000 in excess of the amount of such Note or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or (y) in the case of mutilation, upon surrender and cancellation thereof, within ten Business Days thereafter Company at its own expense shall execute and deliver, in lieu thereof, a new Note to such Purchaser, 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.

Replacement of Notes. Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of any Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation)Note, and (xa) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it the Company (provided provided, that if the holder of such Note is, or is a nominee for, a an original Purchaser party hereto on the Closing Date or another holder of a Note (i) with a minimum net worth of at least $10,000,000 1,000,000 (determined in accordance with Rule 501(a)(5) promulgated under the Securities Act), if a natural person or (ii) with total assets in excess of $5,000,000, if an organization described in Section 501(c)(3) of the amount of such Note Code, a corporation or a Qualified Institutional Buyertrust, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or (yb) in the case of mutilation, upon surrender and cancellation thereof, within ten Business Days thereafter the Company at its own expense shall execute and deliver, in lieu thereof, a new Note to such PurchaserNote, 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.

Replacement of Notes. Upon receipt by Company Issuer of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of any Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation)Note, and (xa) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder Holder of such Note is, or is a nominee for, a Purchaser party hereto on the Closing Date or another holder of a Note Holder with a minimum net worth of at least $10,000,000 in excess of the amount of such Note or a Qualified Institutional Buyer5,000,000, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or (yb) in the case of mutilation, upon surrender and cancellation thereof, within ten Business Days thereafter Company Issuer at its own expense shall execute and deliver, in lieu thereof, a new Note to such Purchaserof the same series, dated and and, in the case of a Note, 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.

Replacement of Notes. Upon receipt by Company the Issuer of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of any Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation)Note, and (xa) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder Holder of such Note is, or is a nominee for, a Purchaser party hereto on the Closing Date or another holder of a Note Holder with a minimum net worth of at least $10,000,000 in excess of the amount of such Note or a Qualified Institutional Buyer10,000,000, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or (yb) in the case of mutilation, upon surrender and cancellation thereof, within ten Business Days thereafter Company the Issuer at its own expense shall execute and deliver, in lieu thereof, a new Note to such Purchaserof the same series, dated and and, in the case of a Note, 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.

Replacement of Notes. Upon receipt by Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of any Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and (x) in x)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, a Purchaser party hereto on the Closing Date or another holder of a Note with a minimum net worth of at least $10,000,000 in excess of the amount of such Note or a Qualified Institutional Buyer, such Person’s 's own unsecured agreement of indemnity shall be deemed to be satisfactory), or (y) in the case of mutilation, upon surrender and cancellation thereof, within ten Business Days thereafter Company at its own expense shall execute and deliver, in lieu thereof, a new Note to such Purchaser, 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.

Replacement of Notes. Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of any an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and (xa) 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, a an original Purchaser party hereto on the Closing Date or another holder of a Note with a minimum net worth of at least $10,000,000 in excess of the amount of such Note 50,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or (yb) in the case of mutilation, upon surrender and cancellation thereof, within ten 10 Business Days thereafter thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note to such PurchaserNote, 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.

Replacement of Notes. Upon receipt by of evidence satisfactory to the --------------------- Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall beand, if requested in the case of any such loss, theft or destruction, upon delivery of an indemnity bond or other agreement or security reasonably satisfactory to the Company, or, in the case of any Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and (x) 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, a Purchaser party hereto on the Closing Date or another holder of a Note with a minimum net worth of at least $10,000,000 in excess of the amount of such Note or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or (y) in the case of mutilation, upon surrender and cancellation thereofof such Note, within ten Business Days thereafter the Company at its own expense shall execute and deliver, in lieu thereof, will issue a new Note to such PurchaserNote, of like tenor and amount and dated and bearing interest from the date to which interest shall have has been paid on such lostpaid, stolen, destroyed or mutilated Note or dated the date in lieu of such lost, stolen, destroyed or mutilated Note; provided, however, if any Note if of which the Purchaser, his nominees or any of his affiliates is the registered holder is lost, stolen or destroyed, the affidavit of the owner or the president, treasurer or assistant treasurer, as the case may be, of the registered holder, including a representation to the effect that such Note has not been negotiated and setting forth the circumstances with respect to such loss, theft or destruction, shall be accepted as satisfactory evidence thereof, and no interest indemnity bond or other security shall have been paid thereonbe required as a condition to the execution and delivery by the Company of a new Note in replacement of such lost, stolen or destroyed Note other than the registered holder's written agreement to indemnify the Company.

Replacement of Notes. Upon receipt by Company Borrower of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of any Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation)Note, and (xa) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder Lender of such Note is, or is a nominee for, a Purchaser party hereto on the Closing Date or another holder of a Note Lender with a minimum net worth of at least $10,000,000 in excess of the amount of such Note or a Qualified Institutional Buyer5,000,000, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or (yb) in the case of mutilation, upon surrender and cancellation thereof, within ten Business Days thereafter Company Borrower at its own expense shall execute and deliver, in lieu thereof, a new Note to such Purchaserof the same series, dated and and, in the case of a Note, bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note Loan or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

Replacement of Notes. Upon receipt by Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of any Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation)Note, and (xi) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that if the holder Holder of such Note is, or is a nominee for, a Purchaser party hereto on the Closing Date or another holder of a Note Holder with a minimum net worth of at least $10,000,000 in excess of the amount of such Note or a Qualified Institutional Buyer5,000,000, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or (yii) in the case of mutilation, upon surrender and cancellation thereof, within ten Business Days thereafter Company at its own expense shall execute and deliver, in lieu thereof, a new Note to such Purchaserof the same series, dated and and, in the case of a Note, 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.

Replacement of Notes. Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of any an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and (xa) 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, a or is an Affiliate of, or is an account managed by, an original Purchaser party hereto on the Closing Date or another holder of a Note with a minimum net worth of at least $10,000,000 in excess of the amount of such Note or a Qualified Institutional Buyeran Investment Grade Rating, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or (yb) in the case of mutilation, upon surrender and cancellation thereof, within ten Business Days thereafter thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note to such PurchaserNote, 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.

Replacement of Notes. Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(3)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of any an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and (xa) 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, a an original Purchaser party hereto on the Closing Date or another holder of a Note with a minimum net worth of at least $10,000,000 in excess of the amount of such Note 50,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or (yb) in the case of mutilation, upon surrender and cancellation thereof, within ten 10 Business Days thereafter thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note to of the same Series as such Purchaserlost, stolen, destroyed or mutilated 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.

Replacement of Notes. Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of any Institutional Investor, be notice from such Institutional Investor holder of such ownership and such loss, theft, destruction or mutilation), and (xi) 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, a Purchaser party hereto on (A) the Closing Date Investor, or another holder of a Note (B) other Person with a minimum net worth of at least $10,000,000 in excess the then-outstanding principal amount of the amount of Notes so lost, stolen, destroyed or mutilated, then such Note Investor’s or a Qualified Institutional Buyer, such other Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or (yii) in the case of mutilation, upon surrender and cancellation thereof, within ten Business Days thereafter the Company at its own expense shall execute and deliver, in lieu thereof, a new Note to such Purchaser, 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.

Replacement of Notes. Upon receipt by Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of any Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and (x) in x)in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided provided, that if the holder of such Note is, or is a nominee for, a Purchaser party hereto on the Closing Date or another holder of a Note with a minimum net worth of at least $10,000,000 in excess of the amount of such Note or a Qualified Institutional Buyer, such Person’s 's own unsecured agreement of indemnity shall be deemed to be satisfactory), or (y) in the case of mutilation, upon surrender and cancellation thereof, within ten Business Days thereafter Company at its own expense shall execute and deliver, in lieu thereof, a new Note to such Purchaser, 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.

Replacement of Notes. Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of any an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and (xa) 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, a an original Purchaser party hereto on the Closing Date or another holder of a Note with a minimum net worth of at least $10,000,000 in excess of the amount of such Note 100,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or (yb) in the case of mutilation, upon surrender and cancellation thereof, within ten Business Days thereafter thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note to such PurchaserNote, 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.

Replacement of Notes. Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of any an Institutional Investor, notice an affidavit in a form reasonably acceptable to the Company from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and (xa) 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, a an original Purchaser party hereto on the Closing Date or another holder of a Note with a minimum net worth of at least $10,000,000 in excess of the amount of such Note 50,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or (yb) in the case of mutilation, upon surrender and cancellation thereof, within ten 10 Business Days thereafter thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note to of the same Series as such Purchaserlost, stolen, destroyed or mutilated 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.

Replacement of Notes. Upon receipt by the Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of any Institutional Investor, be notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and (xa) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided PROVIDED that if the holder of such Note is, or is a nominee for, a an original Purchaser party hereto on the Closing Date or another holder of a Note with a minimum net worth of at least $10,000,000 in excess of the amount of such Note or a Qualified Institutional Buyer10,000,000, such Person’s 's own unsecured agreement of indemnity shall be deemed to be satisfactory), or (yb) in the case of mutilation, upon surrender and cancellation thereof, within ten Business Days thereafter the Company at its own expense shall execute and deliver, in lieu thereof, a new Note to such PurchaserNote, 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.. 12. PAYMENTS ON NOTES .. 12.1

Replacement of Notes. Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(4)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of any an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and (x) 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, a an original Purchaser, an Additional Purchaser party hereto on the Closing Date or another holder of a Note with a minimum net worth of at least $10,000,000 in excess of the amount of such Note 50,000,000 or that is a Qualified Institutional Buyer, such Person’s 's own unsecured agreement of indemnity shall be deemed to be satisfactory), or (y) in the case of mutilation, upon surrender and cancellation thereof, within ten 10 Business Days thereafter thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note to of the same Series (and of the same tranche if such PurchaserSeries has separate tranches), 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. Payments on Notes.

Replacement of Notes. Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 19(iii)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of any an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and (x) 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, a an original Purchaser party hereto on the Closing Date or another holder of a Note with a minimum net worth of at least $10,000,000 in excess 110% of the face amount of the new replacement Note requested hereunder by such Note Person or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or (y) in the case of mutilation, upon surrender and cancellation thereof, within ten (10) Business Days thereafter the Company at its own expense shall execute and deliver, in lieu thereof, a new Note to such PurchaserNote, 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.. PAYMENTS ON NOTES

Replacement of Notes. Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(iv)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of any an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation) (and with a copy thereof delivered concurrently to the Registrar), and (xa) 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, a an original Purchaser, an original Additional Purchaser party hereto on the Closing Date or another holder of a Note with a minimum net worth of at least $10,000,000 in excess of the amount of such Note 50,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or (yb) in the case of mutilation, upon surrender and cancellation thereof, within ten Business Days thereafter thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note to of the same Series (and of the same tranche if such PurchaserSeries has separate tranches), 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.

Replacement of Notes. Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 20 ) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of any an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and (xa) 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, a Purchaser party hereto on the Closing Date an Existing Noteholder or another holder of a Note with a minimum net worth of at least $10,000,000 U . S . $ 00 , 000 , 000 in excess of the outstanding principal amount of such Note or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or (yb) in the case of mutilation, upon surrender and cancellation thereof, within ten ( 10 ) Business Days thereafter thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note to such PurchaserNote, 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 thereonthereon . 16. PAYMENTS ON NOTES. 1.

Replacement of Notes. Upon receipt by Company of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of any Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and (x) 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, a Purchaser party hereto on the Closing Date or another holder of a Note with a minimum net worth of at least $10,000,000 in excess of the amount of such Note or a Qualified Institutional Buyer, such Person’s 's own unsecured agreement of indemnity shall be deemed to be satisfactory), or (y) in the case of mutilation, upon surrender and cancellation thereof, within ten Business Days thereafter Company at its own expense shall execute and deliver, in lieu thereof, a new Note to such Purchaser, 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.

Replacement of Notes. Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(3)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of any an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and (x) 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, a an original Purchaser party hereto on the Closing Date or another holder of a Note with a minimum net worth of at least $10,000,000 in excess of the amount of such Note 50,000,000 or that is a Qualified Institutional Buyer, such Person’s 's own unsecured agreement of indemnity shall be deemed to be satisfactory), or (y) in the case of mutilation, upon surrender and cancellation thereof, within ten 10 Business Days thereafter thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note to such PurchaserNote, 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. Payments on Notes.

Replacement of Notes. Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of any an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and (xa) 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, a an original Purchaser party hereto on the Closing Date or another holder of a Note with a minimum net worth of at least $10,000,000 in excess of the amount of such Note 50,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or (yb) in the case of mutilation, upon surrender and cancellation thereof, within ten Business Days thereafter thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note to such PurchaserNote, 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.

Replacement of Notes. Upon receipt by Company the Issuer at the address and to the attention of the designated officer (all as specified in Section 19(3)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of any an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and (x) 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, a an original Purchaser party hereto on the Closing Date or another holder of a Note with a minimum net worth of at least $10,000,000 in excess of the amount of such Note 100,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or (y) in the case of mutilation, upon surrender and cancellation thereof, within ten 10 Business Days thereafter Company thereafter, the Issuer at its own expense shall execute and deliver, in lieu thereof, a new Note to such Purchaserof the same series, 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.

Replacement of Notes. Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of any an Institutional Investor, notice an affidavit in a form reasonably acceptable to the Company from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and (xa) 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, a an original Purchaser party hereto on the Closing Date or another holder of a Note with a minimum net worth of at least $10,000,000 in excess of the amount of such Note 50,000,000 or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or (yb) in the case of mutilation, upon surrender and cancellation thereof, within ten 10 Business Days thereafter thereafter, the Company at its own expense shall execute and deliver, in lieu thereof, a new Note to of the same Series as such Purchaserlost, stolen, destroyed or mutilated Note, dated and bearing interest from the date to Private Shelf Agreement Graybar Electric Company, Inc. 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.