Common use of Mutilated, Destroyed, Lost or Stolen Note Clause in Contracts

Mutilated, Destroyed, Lost or Stolen Note. If (i) any mutilated Note is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Trustee such security or indemnity as may be required by it to hold the Issuer and the Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Trustee that such Note has been acquired by a protected purchaser, and, provided that the requirements of Section 8-405 and 8-406 of the UCC are met, the Issuer shall execute, and upon request by the Issuer, the Trustee shall authenticate and deliver in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; PROVIDED, HOWEVER, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become, or within seven days shall be, due and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentence, a protected purchaser of the original Note in lieu of which such replacement Note was issued, presents for payment such original Note, the Issuer and the Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any assignee of such Person, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Trustee in connection therewith. (a) Upon the issuance of any replacement Note under this Section, the Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) connected therewith. (b) Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with the Notes duly issued hereunder. (c) The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any mutilated, destroyed, lost or stolen Note.

Mutilated, Destroyed, Lost or Stolen Note. (a) If (i) any mutilated Note is surrendered to the TrusteeTrustee or the Issuer, or the Trustee receives and the Issuer receive evidence to its their reasonable satisfaction of the destruction, loss or theft of any Note, and (ii) in the case of a destroyed, lost, or stolen Note, there is delivered to the Trustee and the Issuer such security or indemnity as may be required by it them to hold the Issuer and the Trustee save each of them harmless, then, in the absence of notice to the Issuer, Trustee and the Note Registrar or the Trustee Issuer that such Note has been acquired by a protected purchaser, and, bona fide purchaser and provided that the requirements of Section 8-405 and 8-406 of the UCC are metsatisfied, the Issuer shall executeexecute and, and upon a written request therefor by the Issuer, Trustee and the Trustee Issuer shall authenticate and deliver deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; PROVIDEDnew Note of the same Class, HOWEVERtenor and Principal Balance, that if any such destroyed, lost or stolen Note, but bearing a number not a mutilated Note, shall have become, or within seven days shall be, due and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable without surrender thereofcontemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentencenew Note, a protected bona fide purchaser of the original Note in lieu of which such replacement new Note was issued, issued presents for payment such original NoteNote for payment, the Issuer Trustee and the Trustee Issuer shall be entitled to recover such replacement new Note (or such payment) from the Person to whom it was delivered or any assignee of such PersonPerson taking title there from, except a protected bona fide purchaser, and the Trustee and the Issuer shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or Trustee and the Trustee Issuer, in connection therewith. (a) . If any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable in full, or shall have been called for redemption in full, instead of issuing a new Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any replacement new Note under this Section, the Issuer or the Note Registrar may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) connected therewith. (b) Every replacement . Subject to the above provisions of this Section 2.07, every new Note issued pursuant to this Section 2.07, in replacement lieu of any mutilated, destroyed, lost or stolen Note Note, shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with the any and all other Notes duly issued hereunder. (c) . The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any mutilated, destroyed, lost or stolen NoteNotes.

Mutilated, Destroyed, Lost or Stolen Note. If (ia) any mutilated Note is surrendered to the TrusteeNote Registrar, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (iib) there is delivered to the Indenture Trustee such security or indemnity as may be required by it the Indenture Trustee to hold save the Issuer and Issuer, the Indenture Trustee or any agent of any of them harmless, then, in the absence of notice to the Issuer, Issuer or the Note Registrar or the Trustee that such Note has been acquired by a protected bona fide purchaser, and, provided that the requirements of Section 8-405 and 8-406 of the UCC are met, the Issuer shall executeexecute and, and upon request by the Issuerits request, the Indenture Trustee shall authenticate and deliver deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; PROVIDEDnew Note of the same tenor, HOWEVERinitial principal amount and Stated Maturity, that if any such destroyed, lost or stolen Note, but bearing a number not a mutilated Note, shall have become, or within seven days shall be, due and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable without surrender thereofcontemporaneously outstanding. If, If after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentencenew Note, a protected bona fide purchaser of the original Note in lieu of which such replacement new Note was issued, issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement new Note (or such payment) from the Person to whom it was delivered or any assignee of such Personperson taking therefrom, except a protected bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by the Issuer or the Indenture Trustee or any agent of any of them in connection therewith. (a) . Such indemnification shall not require the posting of a bond. If any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of issuing a new Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any replacement new Note under this Section, the Issuer or Note Registrar may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee) connected therewith. (b) . Every replacement new Note issued pursuant to this Section 2.08, in replacement lieu of any mutilated, destroyed, lost or stolen Note Note, shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with the any and all other Notes duly issued hereunder. (c) . The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any mutilated, destroyed, lost or stolen NoteNotes.

Mutilated, Destroyed, Lost or Stolen Note. (a) If there shall be delivered to the Borrower and the Lender prior to the payment of the Note (i) any mutilated Note is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Note and (ii) there is delivered to the Trustee such security or indemnity as may be required by it them to save and hold the Issuer each of them (and the Trustee any agent or other Affiliate of either of them) harmless, then, in the absence of notice to the Issuer, the Note Registrar Borrower or the Trustee Lender that such Note has been acquired by a protected bona fide purchaser, andthe Borrower shall, provided that at the requirements of Section 8-405 and 8-406 sole expense of the UCC are metLender, execute and the Issuer shall execute, and upon request by the Issuer, the Trustee Lender shall authenticate and deliver in exchange for or deliver, in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; PROVIDED, HOWEVER, that if any such destroyed, lost or stolen Note, but a new Note of like class, tenor and principal amount and bearing a number not a mutilated Note, shall have become, or within seven days shall be, due and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentence, a protected purchaser of the original Note in lieu of which such replacement Note was issued, presents for payment such original Note, the Issuer and the Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any assignee of such Person, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Trustee in connection therewithcontemporaneously outstanding. (ab) Upon the issuance of any replacement new Note under this SectionSection 9.5, the Issuer Borrower may require the payment by from the Holder of such Note transferor holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the TrusteeLender) connected therewith. (bc) Every replacement new Note issued pursuant to this Section 9.5 and in replacement accordance with the provisions of this Agreement, in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerBorrower, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture Agreement equally and proportionately with the Notes any other Note duly issued hereunder. (cd) The provisions of this Section 9.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any the mutilated, destroyed, lost or stolen Note.

Mutilated, Destroyed, Lost or Stolen Note. (a) If (i) any mutilated Note is surrendered to the TrusteeTrustee or the Issuer, or the Trustee receives and the Issuer receive evidence to its their reasonable satisfaction of the destruction, loss or theft of any Note, and (ii) in the case of a destroyed, lost, or stolen Note, there is delivered to the Trustee and the Issuer such security or indemnity as may be required by it them to hold the Issuer and the Trustee save each of them harmless, then, in the absence of notice to the Issuer, Trustee and the Note Registrar or the Trustee Issuer that such Note has been acquired by a protected purchaser, and, bona-fide purchaser and provided that the requirements of Section 8-405 and 8-406 of the UCC are metsatisfied, the Issuer shall executeexecute and, and upon a written request therefor by the Issuer, Trustee and the Trustee Issuer shall authenticate and deliver deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; PROVIDEDnew Note of the same Class, HOWEVERtenor and Outstanding Note Balance, that if any such destroyed, lost or stolen Note, but bearing a number not a mutilated Note, shall have become, or within seven days shall be, due and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable without surrender thereofcontemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentencenew Note, a protected bona-fide purchaser of the original Note in lieu of which such replacement Note new Note, as applicable, was issued, issued presents for payment such original NoteNote for payment, the Issuer Trustee and the Trustee Issuer shall be entitled to recover such replacement Note (or such payment) new Note, as applicable, from the Person to whom it was delivered or any assignee of such PersonPerson taking title there from, except a protected bona-fide purchaser, and the Trustee and the Issuer shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or Trustee and the Trustee Issuer, in connection therewith. (a) . If any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable in full, or shall have been called for redemption in full, instead of issuing a new Note, as applicable, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any replacement new Note under this Section, the Issuer or the Note Registrar may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) connected therewith. (b) Every replacement . Subject to the above provisions of this Section 2.07, every new Note issued pursuant to this Section 2.07, in replacement lieu of any mutilated, destroyed, lost or stolen Note Note, shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with the any and all other Notes duly issued hereunder. (c) . The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any mutilated, destroyed, lost or stolen NoteNotes.

Mutilated, Destroyed, Lost or Stolen Note. If If (i) any mutilated Note is surrendered to the TrusteeNote Registrar, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it the Indenture Trustee to hold save the Issuer and Issuer, the Indenture Trustee or any agent of any of them harmless, then, in the absence of notice to the Issuer, Issuer or the Note Registrar or the Trustee that such Note has been acquired by a protected bona fide purchaser, and, provided that the requirements of Section 8-405 and 8-406 of the UCC are met, the Issuer shall executeexecute and, and upon request by the Issuerits request, the Indenture Trustee shall authenticate and deliver deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; PROVIDEDnew Note of the same tenor, HOWEVERinitial principal amount and Stated Maturity, that if any such destroyed, lost or stolen Note, but bearing a number not a mutilated Note, shall have become, or within seven days shall be, due and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable without surrender thereofcontemporaneously outstanding. If, If after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentencenew Note, a protected bona fide purchaser of the original Note in lieu of which such replacement new Note was issued, issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any assignee of such Personperson taking therefrom, except a protected bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by the Issuer or the Indenture Trustee or any agent of any of them in connection therewith. (a) . If any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of issuing a new Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any replacement new Note under this Section, the Issuer or Note Registrar may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee) connected therewith. (b) . Every replacement new Note issued pursuant to this Section 2.08, in replacement lieu of any mutilated, destroyed, lost or stolen Note Note, shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this the Indenture equally and proportionately with the any and all other Notes duly issued hereunder. (c) . The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any mutilated, destroyed, lost or stolen NoteNotes.

Mutilated, Destroyed, Lost or Stolen Note. If (i) any mutilated Note is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Trustee such security or indemnity as may be required by it to hold the Issuer and the Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Trustee that such Note has been acquired by a protected bona fide purchaser, and, provided that the requirements of Section 8-405 and 8-406 of the UCC are met, the Issuer shall execute, and upon request by the Issuer, the Trustee shall authenticate and deliver in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; PROVIDEDprovided, HOWEVERhowever, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become, or within seven days shall be, due and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentence, a protected bona fide purchaser of the original Note in lieu of which such replacement Note was issued, presents for payment such original Note, the Issuer and the Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any assignee of such Person, except a protected bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Trustee in connection therewith. (a) Upon the issuance of any replacement Note under this Section, the Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the TrusteeTrustee and its counsel) connected therewith. (b) Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with the Notes Note duly issued hereunder. (c) The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any the mutilated, destroyed, lost or stolen Note.

Mutilated, Destroyed, Lost or Stolen Note. If (i1) any a mutilated ----------------------------------------- Note is surrendered to the Trustee, Note Issuer or the Trustee Note Issuer receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Trustee Note Issuer such security or indemnity as may be reasonably required by the Note Issuer to save it to hold the Issuer and the Trustee harmless, then, in the absence of notice to the Issuer, Note Issuer that the Note Registrar or the Trustee that such Note has been acquired by a protected bona fide purchaser, and, provided that the requirements of Section 8-405 and 8-406 of the UCC are met, the Note Issuer shall execute, and upon request by the Issuer, the Trustee shall authenticate and deliver in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; PROVIDED, HOWEVER, that if any such destroyed, lost or stolen Note, but new Note of the same tenor and aggregate initial principal amount bearing a number not a mutilated Note, shall have become, or within seven days shall be, due and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable without surrender thereofcontemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentencenew Note, a protected bona fide purchaser of the original Note in lieu of which such replacement new Note was issued, issued presents for payment such original Note, the Issuer and the Trustee Note Issuer, shall be entitled to recover such replacement new Note (or such payment) from the Person to whom it was delivered or any assignee of such PersonPerson taking therefrom, except a protected bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by the Note Issuer or the Trustee in connection therewith. (a) . If any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of issuing a new Note, the Note Issuer may pay the Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any replacement new Note under this SectionSection 3.04, the Note Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the TrusteeNote Issuer) connected therewith. (b) . Every replacement new Note issued pursuant to this Section 3.04 in replacement lieu of any mutilated, mutilated destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Note Issuer, whether or not the mutilated, mutilated destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture Note Purchase Agreement equally and proportionately with the Notes any other Note duly issued hereunder. (c) . The provisions of this Section 3.04 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any mutilated, destroyed, lost or stolen Note.

Mutilated, Destroyed, Lost or Stolen Note. (a) If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a protected purchaser, andas defined in Section 8-303 of the UCC (a “Protected Purchaser”), and provided that the requirements of Section 8-405 and 8-406 of the UCC are met, the Issuer shall will execute, and upon request by the Issuer, the Issuer Request Indenture Trustee shall will authenticate and deliver deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; PROVIDED, HOWEVER, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become, or within seven days shall be, due and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentence, a protected purchaser Protected Purchaser of the original Note in lieu of which such replacement Note was issued, issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee shall will be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaserProtected Purchaser, and shall will be entitled to recover upon the security or indemnity provided therefor for such replacement Note (or such payment) to the extent of any cost, expense, loss, damage, cost claim or expense liability incurred by the Issuer or the Indenture Trustee in connection therewithwith such replacement Note (or such payment). (ab) Upon the issuance of any replacement Note under this SectionSection 2.5, the Issuer may require the payment by the Holder Noteholder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto to such replacement Note and any other reasonable expenses (including the fees and expenses of the Trustee) connected therewithIssuer and/or Indenture Trustee in connection with such replacement Note. (bc) Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall 2.5 will constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time is enforceable by anyoneanyone and, and shall except as provided in this Indenture, will be entitled to all the benefits of this Indenture equally and proportionately with the any and all other Notes duly issued hereunderunder this Indenture. (cd) The provisions of this Section 2.5 are exclusive and shall preclude (preclude, to the extent lawful) , all other rights and remedies with respect to the replacement or payment of any mutilated, destroyed, lost or stolen NoteNotes.

Mutilated, Destroyed, Lost or Stolen Note. If (i) any mutilated Note is surrendered to the TrusteeNote Registrar, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee and the Note Insurer such security or indemnity as may be required by it the Indenture Trustee to hold save the Issuer Issuer, the Indenture Trustee and the Trustee harmlessNote Insurer or any agent of any of them harmless (it being understood that the unsecured written undertaking of any domestic institutional Holder shall be deemed to be sufficient for such purposes), then, in the absence of notice to the Issuer, Issuer or the Note Registrar or the Trustee that such Note has been acquired by a protected bona fide purchaser, and, provided that the requirements of Section 8-405 and 8-406 of the UCC are met, the Issuer shall executeexecute and, and upon request by the Issuerits request, the Indenture Trustee shall authenticate and deliver deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; PROVIDEDnew Note of the same Series, HOWEVERinitial principal amount and Stated Maturity Date, that if any such destroyed, lost or stolen Note, but bearing a number not a mutilated Note, shall have become, or within seven days shall be, due and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable without surrender thereofcontemporaneously outstanding. If, If after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentencenew Note, a protected bona fide purchaser of the original Note in lieu of which such replacement new Note was issued, issued presents for payment such original Note, the Note Insurer, the Issuer and the Indenture Trustee shall be entitled to recover such replacement new Note (or such payment) from the Person to whom it was delivered or any assignee of such PersonPerson taking therefrom, except a protected bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by the Note Insurer, the Issuer or the Indenture Trustee or any agent of any of them in connection therewith. (a) Upon the issuance . If any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, in lieu of any replacement Note under this Sectionissuing a new Note, the Issuer may require the payment by the Holder of pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and connection with any registration of transfer or exchange of Notes, other reasonable expenses (including the fees and expenses than exchanges pursuant to Section 2.05 or 9.05 hereof not involving any registration of the Trustee) connected therewith. (b) transfer. Every replacement new Note issued pursuant to this Section 2.07, in replacement lieu of any mutilated, destroyed, lost or stolen Note Note, shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with the any and all other Notes duly issued hereunder. (c) . Upon the issuance of any new Note under this Section, the Indenture Trustee or Note Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any mutilated, destroyed, lost or stolen NoteNotes.

Mutilated, Destroyed, Lost or Stolen Note. (a) If (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Issuer and the Indenture Trustee such security or indemnity as may be reasonably required by it to hold them harmless and (iii) the Issuer and requirements of Section 8-405 of the Trustee harmlessUCC are met, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a protected purchaser, and, provided that the requirements of Section 8-405 and 8-406 of the UCC are metProtected Purchaser, the Issuer shall execute, and upon request by the Issuer, the Indenture Trustee shall authenticate and deliver deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement NoteNote of like tenor and principal amount; PROVIDEDprovided, HOWEVERhowever, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become, become or within seven 15 days shall be, be due and payable payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentenceNote, a protected purchaser Protected Purchaser of the original Note in lieu of which such replacement Note was issued, issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it such replacement Note was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a protected purchaserProtected Purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith. (ab) Upon the issuance of any replacement Note under this Section, the Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee) connected therewith. (bc) Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen wrongfully taken Note shall be at any time enforceable by anyone, and shall be entitled to all of the benefits of this Indenture equally and proportionately with the any and all other Notes duly issued hereunder. (cd) The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any mutilated, destroyed, lost or stolen NoteNotes.

Mutilated, Destroyed, Lost or Stolen Note. (a) If (i) any mutilated Note is surrendered to the TrusteeTrustee or the Issuer, or the Trustee receives and the Issuer receive evidence to its their reasonable satisfaction of the destruction, loss or theft of any Note, and (ii) in the case of a destroyed, lost, or stolen Note, there is delivered to the Trustee and the Issuer such security or indemnity as may be required by it them to hold the Issuer and the Trustee save each of them harmless, then, in the absence of notice to the Issuer, Trustee and the Note Registrar or the Trustee Issuer that such Note has been acquired by a protected purchaser, and, bona fide purchaser and provided that the requirements of Section 8-405 and 8-406 of the UCC are metsatisfied, the Issuer shall executeexecute and, and upon a written request therefor by the Issuer, Trustee and the Trustee Issuer shall authenticate and deliver deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; PROVIDEDnew Note of the same Class, HOWEVERtenor and Outstanding Note Balance, that if any such destroyed, lost or stolen Note, but bearing a number not a mutilated Note, shall have become, or within seven days shall be, due and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable without surrender thereofcontemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentencenew Note, a protected bona fide purchaser of the original Note in lieu of which such replacement new Note was issued, issued presents for payment such original NoteNote for payment, the Issuer Trustee and the Trustee Issuer shall be entitled to recover such replacement new Note (or such payment) from the Person to whom it was delivered or any assignee of such PersonPerson taking title there from, except a protected bona fide purchaser, and the Trustee and the Issuer shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or Trustee and the Trustee Issuer, in connection therewith. (a) . If any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable in full, or shall have been called for redemption in full, instead of issuing a new Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any replacement new Note under this Section, the Issuer or the Note Registrar may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) connected therewith. (b) Every replacement . Subject to the above provisions of this Section 2.07, every new Note issued pursuant to this Section 2.07, in replacement lieu of any mutilated, destroyed, lost or stolen Note Note, shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with the any and all other Notes duly issued hereunder. (c) . The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any mutilated, destroyed, lost or stolen NoteNotes.

Mutilated, Destroyed, Lost or Stolen Note. If (i) any mutilated Note is surrendered to the TrusteeNote Registrar, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee and MBIA such security or indemnity (provided that an agreement of indemnity shall suffice from the initial Noteholders who maintain a claims paying ability of investment grade or better as determined by a nationally recognized rating organization) as may be required by it the Indenture Trustee and MBIA to hold save the Issuer Issuer, the Indenture Trustee and the Trustee MBIA or any director, officer, employee or agent of any of them harmless, then, in the absence of notice to the Issuer, Issuer or the Note Registrar or the Trustee that such Note has been acquired by a protected bona fide purchaser, and, provided that the requirements of Section 8-405 and 8-406 of the UCC are met, the Issuer shall executeexecute and, and upon request by the Issuerits request, the Indenture Trustee shall authenticate and deliver deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; PROVIDEDnew Note of the same tenor, HOWEVERinitial principal balance, that if any such destroyedClass and Stated Maturity Date, lost or stolen Note, but bearing a number not a mutilated Note, shall have become, or within seven days shall be, due and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable without surrender thereofcontemporaneously outstanding. If, If after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentencenew Note, a protected bona fide purchaser of the original Note in lieu of which such replacement new Note was issued, issued presents for payment such original Note, MBIA, the Issuer and the Indenture Trustee shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any assignee of such Personperson taking therefrom, except a protected bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by MBIA, the Issuer or the Indenture Trustee or any agent of any of them in connection therewith. (a) . If any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of issuing a new Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any replacement new Note under this Section, the Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee) connected therewith. (b) . Every replacement new Note issued pursuant to this Section 2.07, in replacement lieu of any mutilated, destroyed, lost or stolen Note Note, shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture hereof equally and proportionately with the any and all other Notes duly issued hereunder. (c) . The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any mutilated, destroyed, lost or stolen NoteNotes.

Mutilated, Destroyed, Lost or Stolen Note. (a) If (i) any mutilated Note is surrendered to the TrusteeTrustee or the Issuer, or the Trustee receives and the Issuer receive evidence to its their reasonable satisfaction of the destruction, loss or theft of any Note, and (ii) in the case of a destroyed, lost, or stolen Note, there is delivered to the Trustee and the Issuer such security or indemnity as may be required by it them to hold the Issuer and the Trustee save each of them harmless, then, in the absence of notice to the Issuer, Trustee and the Note Registrar or the Trustee Issuer that such Note has been acquired by a protected purchaser, and, bona fide purchaser and provided that the requirements of Section 8-405 and 8-406 8‑405 of the UCC are metsatisfied, the Issuer shall executeexecute and, and upon a written request therefor by the Issuer, the Trustee shall authenticate and deliver deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; PROVIDEDnew Note of the same Class, HOWEVERtenor and Outstanding Note Balance, that if any such destroyed, lost or stolen Note, but bearing a number not a mutilated Note, shall have become, or within seven days shall be, due and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable without surrender thereofcontemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentencenew Note, a protected bona fide purchaser of the original Note in lieu of which such replacement new Note was issued, issued presents for payment such original NoteNote for payment, the Issuer Trustee and the Trustee Issuer shall be entitled to recover such replacement new Note (or such payment) from the Person to whom it was delivered or any assignee of such PersonPerson taking title therefrom, except a protected bona fide purchaser, and the Trustee and the Issuer shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or Trustee and the Trustee Issuer, in connection therewith. (a) . If any such mutilated, destroyed, lost or stolen Note shall Upon the issuance of any replacement new Note under this Section, the Issuer or the Note Registrar may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) connected therewith. (b) Every replacement . Subject to the above provisions of this Section 2.07, every new Note issued pursuant to this Section 2.07, in replacement lieu of any mutilated, destroyed, lost or stolen Note Note, shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with the any and all other Notes duly issued hereunder. (c) . The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any mutilated, destroyed, lost or stolen NoteNotes.

Mutilated, Destroyed, Lost or Stolen Note. If (i) any mutilated Note is surrendered to the TrusteeNote Registrar, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee and MBIA such security or indemnity as may be required by it the Indenture Trustee to hold save the Issuer Issuer, the Indenture Trustee and the Trustee MBIA or any agent of any of them harmless, then, in the absence of notice to the Issuer, Issuer or the Note Registrar or the Trustee that such Note has been acquired by a protected bona fide purchaser, and, provided that the requirements of Section 8-405 and 8-406 of the UCC are met, the Issuer shall executeexecute and, and upon request by the Issuerits request, the Indenture Trustee shall authenticate and deliver deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; PROVIDEDnew Note of the same tenor, HOWEVERSeries, that if any such destroyedinitial principal amount and Stated Maturity, lost or stolen Note, but bearing a number not a mutilated Note, shall have become, or within seven days shall be, due and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable without surrender thereofcontemporaneously outstanding. If, If after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentencenew Note, a protected bona fide purchaser of the original Note in lieu of which such replacement new Note was issued, issued presents for payment such original Note, MBIA, the Issuer and the Indenture Trustee shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any assignee of such Personperson taking therefrom, except a protected bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by MBIA, the Issuer or the Indenture Trustee or any agent of any of them in connection therewith. (a) . If any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of issuing a new Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any replacement new Note under this Section, the Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee) connected therewith. (b) . Every replacement new Note issued pursuant to this Section 2.07, in replacement lieu of any mutilated, destroyed, lost or stolen Note Note, shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this the Indenture equally and proportionately with the any and all other Notes duly issued hereunder. (c) . The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any mutilated, destroyed, lost or stolen NoteNotes.

Mutilated, Destroyed, Lost or Stolen Note. If (i) any mutilated Note is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Trustee such security or indemnity as may be required by it to hold the Issuer and the Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Trustee that such Note has been acquired by a protected purchaser, and, provided that the requirements of Section 8-405 and 8-406 of the UCC are met, the Issuer shall execute, and upon request by the Issuer, the Trustee shall authenticate and deliver in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; PROVIDEDprovided, HOWEVERhowever, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become, or within seven days shall be, due and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentence, a protected purchaser of the original Note in lieu of which such replacement Note was issued, presents for payment such original Note, the Issuer and the Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any assignee of such Person, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Trustee in connection therewith. (a) Upon the issuance of any replacement Note under this Section, the Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) connected therewith. (b) Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with the Notes duly issued hereunder. (c) The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any mutilated, destroyed, lost or stolen Note.

Mutilated, Destroyed, Lost or Stolen Note. If (i) any mutilated Note is surrendered to the Trustee, or Upon receipt by the Trustee receives of evidence reasonably satisfactory to its satisfaction it of the destructionownership of (as indicated on the Note Register) and the loss, loss theft, destruction or theft mutilation of any NoteNote (which evidence shall be, in the case of a QIB, notice from such QIB of such ownership and such loss, theft, destruction or mutilation), and (iia) there in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it and the Note Insurer (provided that if the holder of such Note is, or is delivered a nominee for, a QIB, such Person's own unsecured agreement of indemnity shall be deemed to be satisfactory), or (b) in the Trustee such security or indemnity as may be required by it to hold case of mutilation, upon surrender and cancellation thereof, an officer of the Issuer (or an officer of the sole member of the Issuer) shall execute and the Trustee harmless, thendeliver, in the absence of notice to the Issuerlieu thereof, the Note Registrar or the Trustee that such Note has been acquired by a protected purchaser, and, provided that the requirements of Section 8-405 and 8-406 of the UCC are met, the Issuer shall execute, and upon request by the Issuer, the Trustee shall authenticate and deliver in exchange for or in lieu of any such mutilated, destroyed, lost or stolen new Note, a replacement Note; PROVIDED, HOWEVER, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become, or within seven days shall be, due dated and payable or bearing interest from the date to which interest shall have been called for redemptionpaid on such lost, instead stolen, destroyed or mutilated Note or dated the date of issuing a replacement Notesuch lost, the Issuer may direct the Trusteestolen, in writing, to pay such destroyed, lost destroyed or stolen mutilated Note when so due or payable without surrender thereofif no interest shall have been paid thereon. If, If after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentencenew Note, a protected bona fide purchaser of the original Note in lieu of which such replacement new Note was issued, issued presents for payment such original Note, the Issuer Note and the Trustee shall be entitled to recover such replacement new Note (or such payment) from the Person to whom it was delivered or any assignee of such PersonPerson taking therefrom, except a protected bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by the Trustee or the Issuer or the Trustee any agent of any of them in connection therewith. (a) . If any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of issuing a new Note, the Trustee may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 9.05 hereof not involving any registration of transfer. Upon the issuance of any replacement new Note under this Section, the Issuer Trustee may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) connected therewith. (b) . Every replacement new Note issued pursuant to this Section 2.07, in replacement lieu of any mutilated, destroyed, lost or stolen Note Note, shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with the any and all other Notes duly issued hereunder. (c) . The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any mutilated, destroyed, lost or stolen NoteNotes.

Mutilated, Destroyed, Lost or Stolen Note. (a) If (i) any a mutilated Certificated Note is surrendered to the Registrar or if a mutilated Global Note is surrendered to the Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuers shall execute and upon Issuer Order the Trustee receives evidence to its satisfaction shall authenticate a replacement Note if the requirements of Section 8-405 of the destruction, loss or theft New York Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of any Note, and (ii) there is delivered to the Trustee. If required by the Trustee or the Issuers, such security or Holder shall furnish an affidavit of loss and indemnity as may be required by it to hold bond sufficient in the Issuer judgment of the Issuers and the Trustee harmlessto protect the Issuers, thenthe Trustee, the Paying Agent, the Registrar and any co-Registrar from any loss that any of them may suffer if a Note is replaced, and, in the absence of notice to the Issuer, the Note Registrar Issuers or the Trustee that such Note has been acquired by a protected purchaser, and, provided that the requirements of Section 8-405 and 8-406 of the UCC are met, the Issuer Issuers shall execute, execute and upon request by the Issuer, Issuer Order the Trustee shall authenticate and deliver make available for delivery, in exchange for any such mutilated Note or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; PROVIDED, HOWEVER, that if any such destroyed, lost or stolen Note, but a new Note of like tenor and principal amount, bearing a number not a mutilated Note, shall have become, or within seven days shall be, due and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentence, a protected purchaser of the original Note in lieu of which such replacement Note was issued, presents for payment such original Note, the Issuer and the Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any assignee of such Person, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Trustee in connection therewithcontemporaneously Outstanding. (ab) Upon the issuance of any replacement new Note under this SectionSection 2.10, the Issuer Issuers may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) connected in connection therewith. (bc) Every replacement new Note issued pursuant to this Section 2.10 in replacement exchange for any mutilated Note, or in lieu of any mutilated, destroyed, lost or stolen Note Note, shall constitute an original additional a contractual obligation of the IssuerIssuers, any Note Guarantor and any other obligor upon the Notes, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with the any and all other Notes duly issued hereunder. (c) The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any mutilated, destroyed, lost or stolen Note.

Mutilated, Destroyed, Lost or Stolen Note. If (i) any mutilated Note is surrendered to the TrusteeNote Registrar, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee and the Note Insurer such security or indemnity as may be required by it the Indenture Trustee to hold save the Issuer Issuer, the Indenture Trustee and the Trustee harmlessNote Insurer or any agent of any of them harmless (it being understood that the unsecured written undertaking of any domestic institutional Holder shall be deemed to be sufficient for such purposes), then, in the absence of notice to the Issuer, Issuer or the Note Registrar or the Trustee that such Note has been acquired by a protected bona fide purchaser, and, provided that the requirements of Section 8-405 and 8-406 of the UCC are met, the Issuer shall executeexecute and, and upon request by the Issuerits request, the Indenture Trustee shall authenticate and deliver deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; PROVIDEDnew Note of the same Series, HOWEVERinitial principal amount and Stated Maturity Date, that if any such destroyed, lost or stolen Note, but bearing a number not a mutilated Note, shall have become, or within seven days shall be, due and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable without surrender thereofcontemporaneously outstanding. If, If after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentencenew Note, a protected bona fide purchaser of the original Note in lieu of which such replacement new Note was issued, issued presents for payment such original Note, the Note Insurer, the Issuer and the Indenture Trustee shall be entitled to recover such replacement new Note (or such payment) from the Person to whom it was delivered or any assignee of such PersonPerson taking therefrom, except a protected bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by the Note Insurer, the Issuer or the Indenture Trustee or any agent of any of them in connection therewith. (a) Upon the issuance . If any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, in lieu of any replacement Note under this Sectionissuing a new Note, the Issuer may require the payment by the Holder of pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and connection with any registration of transfer or exchange of Notes, other reasonable expenses (including the fees and expenses than exchanges pursuant to Section 2.05 or 9.05 hereof not involving any registration of the Trustee) connected therewith. (b) transfer. Every replacement new Note issued pursuant to this Section 2.07, in replacement lieu of any mutilated, destroyed, lost or stolen Note Note, shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with the Notes duly issued hereunder. (c) The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any mutilated, destroyed, lost or stolen Note.of

Mutilated, Destroyed, Lost or Stolen Note. (a) If (i) any mutilated Note is surrendered to the TrusteeTrustee or the Issuer, or the Trustee receives and the Issuer receive evidence to its their reasonable satisfaction of the destruction, loss or theft of any Note, and (ii) in the case of a destroyed, lost, or stolen Note, there is delivered to the Trustee and the Issuer such security or indemnity as may be required by it them to hold the Issuer and the Trustee save each of them harmless, then, in the absence of notice to the Issuer, Trustee and the Note Registrar or the Trustee Issuer that such Note has been acquired by a protected purchaser, and, bona fide purchaser and provided that the requirements of Section 8-405 and 8-406 of the UCC are metsatisfied, the Issuer shall executeexecute and, and upon a written request therefor by the Issuer, Trustee and the Trustee Issuer shall authenticate and deliver deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; PROVIDEDnew Note of the same Class, HOWEVERtenor and Principal Balance, that if any such destroyed, lost or stolen Note, but bearing a number not a mutilated Note, shall have become, or within seven days shall be, due and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable without surrender thereofcontemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentencenew Note, a protected bona fide purchaser of the original Note in lieu of which such replacement new Note was issued, issued presents for payment such original NoteNote for payment, the Issuer Trustee and the Trustee Issuer shall be entitled to recover such replacement new Note (or such payment) from the Person to whom it was delivered or any assignee of such PersonPerson taking title there from, except a protected bona fide purchaser, and the Trustee and the Issuer shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or Trustee and the Trustee Issuer, in connection therewith. (a) . If any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable in full, or shall have been called for redemption in full, instead of issuing a new Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any replacement new Note under this Section, the Issuer or the Note Registrar may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) connected therewith. (b) Every replacement . Subject to the above provisions of this Section 2.08, every new Note issued pursuant to this Section 2.08, in replacement lieu of any mutilated, destroyed, lost or stolen Note Note, shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with the any and all other Notes duly issued hereunder. (c) . The provisions of this Section 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any mutilated, destroyed, lost or stolen NoteNotes.

Mutilated, Destroyed, Lost or Stolen Note. If (i) any mutilated Note is surrendered to the Applicable Issuers, the Trustee, or and the Trustee receives relevant Transfer Agent receive evidence to its their satisfaction of the destruction, loss loss, or theft of any Note, and (ii) there is delivered to they receive the Trustee such security or indemnity as may be required by it they require to hold the Issuer and the Trustee each of them harmless, or if any mutilated Note is surrendered to a Transfer Agent, then, in the absence of notice to the IssuerApplicable Issuers, the Note Registrar Trustee, or the Trustee Transfer Agent that such the Note has been acquired by a protected purchaser, andand if the Issuer determines, provided based upon advice of counsel of national reputation in the United States that is experienced in such matters, the requirements of Section 8-405 of the UCC are met and subject to Section 8-406 of the UCC are metUCC, the Applicable Issuers shall execute and, upon Issuer shall execute, and upon request by the IssuerOrder, the Trustee shall authenticate and deliver deliver, in exchange for or in lieu of any such the mutilated, destroyed, lost lost, or stolen Note, a replacement Note; PROVIDED, HOWEVER, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become, or within seven days shall be, due of like tenor and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable without surrender thereofequal principal amount. If, after the delivery of such the replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentenceon it, a protected purchaser of the original predecessor Note in lieu of which such replacement Note was issuedpresents it for payment, presents for payment such original Notetransfer, or exchange, the Issuer Applicable Issuers, the Transfer Agent, and the Trustee shall be entitled to may recover such the replacement Note (or such paymentthe payment on it) from the Person person to whom it was delivered or any person taking the replacement Note from the person to whom the replacement Note was delivered or any assignee of such Personthat person, except a protected purchaser, and shall be entitled to may recover upon on the security or indemnity provided therefor to the extent of any loss, damage, cost cost, or expense incurred by the Issuer or Applicable Issuers, the Trustee Trustee, and the Transfer Agent in connection therewith. (a) with it. If any mutilated, destroyed, lost, or stolen Note has become payable, the Applicable Issuers in their discretion may, instead of issuing a new Note, pay the Note without requiring its surrender except that any mutilated Note shall be surrendered. Upon the issuance of any replacement new Note under this Section, the Issuer Applicable Issuers or the Trustee may require the payment by the its Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto connection with the issuance and any other reasonable expenses (including the fees and expenses of the Trustee) connected therewith. (b) with it. Every replacement new Note issued pursuant to this Section in replacement of for any mutilated, destroyed, lost lost, or stolen Note shall constitute be an original additional contractual obligation of the Issuer, whether or not Applicable Issuers and the mutilated, destroyed, lost or stolen new Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with all other Notes of the Notes same Class duly issued hereunder. (c) under this Indenture. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any mutilated, destroyed, lost lost, or stolen NoteNotes.

Mutilated, Destroyed, Lost or Stolen Note. (a) If any Note shall become mutilated, lost, stolen or destroyed, the affected Noteholder shall be entitled to the issuance of a substitute Note only as follows: (1) in the case of a lost, stolen or destroyed Note, the Noteholder shall (i) any mutilated Note is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction provide notice of the destructionloss, loss theft or theft of any Note, and (ii) there is delivered destruction to the Trustee such security or indemnity as may be required by it to hold the Issuer and the Trustee harmlesswithin a reasonable time after the Noteholder receives notice of the loss, thentheft or destruction, (ii) request the issuance of a substitute Note and (iii) provide evidence, satisfactory to the Trustee, of the ownership and the loss, theft or destruction of the affected Note; (2) in the absence case of notice a mutilated Note, the Noteholder shall surrender the Note to the IssuerTrustee for cancellation; and (3) in all cases, the Note Registrar Noteholder shall provide indemnity against any and all claims arising out of or otherwise related to the issuance of substitute Notes pursuant to this Section satisfactory to the Trustee that such and any Credit Facility Issuer. Upon compliance with the foregoing, a new Note has been acquired by a protected purchaserof like tenor and denomination, and, provided that the requirements of Section 8-405 and 8-406 of the UCC are met, the Issuer shall execute, and upon request executed by the Issuer, shall be authenticated by the Trustee and delivered to the Noteholder, all at the expense of the Noteholder to whom the substitute Note is delivered. Notwithstanding the foregoing, the Trustee shall not be required to authenticate and deliver in exchange any substitute Note for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; PROVIDED, HOWEVER, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become, or within seven days shall be, due and payable or shall have Note which has been called for redemptionredemption or which has matured or is about to mature and, instead of issuing a replacement Notein any such case, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost principal or stolen Note when so redemption price and interest then due or payable without surrender thereof. If, after becoming due shall be paid by the delivery of such replacement Note Trustee or payment of a destroyed, lost or stolen Note pursuant to Paying Agent in accordance with the preceding sentence, a protected purchaser terms of the original mutilated, lost, stolen or destroyed Note in lieu of which such replacement Note was issued, presents for payment such original Note, the Issuer and the Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any assignee of such Person, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Trustee in connection therewith. (a) Upon the issuance of any replacement Note under this Section, the Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) connected therewithwithout substitution therefor. (b) Every replacement substituted Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note 2.11 shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, Issuer and shall be entitled to all the benefits of this Indenture equally and proportionately with the any and all other Notes duly issued hereunderhereunder unless the Note alleged to have been destroyed, lost or stolen shall be at any time enforceable by a bona fide purchaser for value without notice. In the event the Note alleged to have been destroyed, lost or stolen shall be enforceable by anyone, the Issuer may recover the substitute Note from the Noteholder to whom it was issued or from anyone taking under the Noteholder except a bona fide purchaser for value without notice. (c) The All Notes shall be held and owned upon the express condition that the foregoing provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any mutilated, destroyed, lost or stolen NoteNotes, and shall preclude any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instrument or investment or other securities without their surrender.

Mutilated, Destroyed, Lost or Stolen Note. If (i1) any a mutilated Note is surrendered to the Trustee, Note Issuer or the Trustee Note Issuer receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Trustee Note Issuer such security or indemnity as may be reasonably required by the Note Issuer to save it to hold the Issuer and the Trustee harmless, then, in the absence of notice to the Issuer, Note Issuer that the Note Registrar or the Trustee that such Note has been acquired by a protected bona fide purchaser, and, provided that the requirements of Section 8-405 and 8-406 of the UCC are met, the Note Issuer shall execute, and upon request by the Issuer, the Trustee shall authenticate and deliver in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; PROVIDED, HOWEVER, that if any such destroyed, lost or stolen Note, but new Note of the same tenor and aggregate initial principal amount bearing a number not a mutilated Note, shall have become, or within seven days shall be, due and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable without surrender thereofcontemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentencenew Note, a protected bona fide purchaser of the original Note in lieu of which such replacement new Note was issued, issued presents for payment such original Note, the Issuer and the Trustee Note Issuer, shall be entitled to recover such replacement new Note (or such payment) from the Person to whom it was delivered or any assignee of such PersonPerson taking therefrom, except a protected bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by the Note Issuer or the Trustee in connection therewith. (a) . If any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of issuing a new Note, the Note Issuer may pay the Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any replacement new Note under this SectionSection 3.04, the Note Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the TrusteeNote Issuer) connected therewith. (b) . Every replacement new Note issued pursuant to this Section 3.04 in replacement lieu of any mutilated, mutilated destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Note Issuer, whether or not the mutilated, mutilated destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture Note Purchase Agreement equally and proportionately with the Notes any other Note duly issued hereunder. (c) . The provisions of this Section 3.04 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any mutilated, destroyed, lost or stolen Note.

Mutilated, Destroyed, Lost or Stolen Note. If (i) any mutilated the Note is shall become mutilated, destroyed, lost or stolen, Agent shall, upon the written request of the holder of such Note, issue, authenticate and deliver in replacement thereof, a new Note, payable to the same holder in the same principal amount and dated the same date as the Note so mutilated, destroyed, lost or stolen. If the Note being replaced has become mutilated, such Note shall be surrendered to Agent. If the TrusteeNote being replaced has been destroyed, lost or stolen, the Trustee receives evidence holder of such Note shall furnish to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Trustee Agent such security or indemnity as may be required by it to hold save Agent harmless and evidence satisfactory to Agent of the Issuer and the Trustee harmlessdestruction, then, in the absence loss or theft of notice to the Issuer, the Note Registrar or the Trustee that such Note has been acquired by a protected purchaser, and, provided that the requirements of Section 8-405 and 8-406 of the UCC are met, ownership thereof. If Lender or its affiliate or nominee is the Issuer shall execute, and upon request by the Issuer, the Trustee shall authenticate and deliver in exchange for or in lieu owner of any such mutilated, destroyed, lost or stolen Note, a replacement Note; PROVIDED, HOWEVER, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become, or within seven days shall be, due and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due then the affidavit of its president, vice president, assistant vice president, cashier, assistant cashier, secretary or payable without surrender thereof. Ifassistant secretary in form reasonably satisfactory to Agent setting forth the fact of destruction, after loss or theft and Lender's or such affiliate's or nominee's ownership of the Note at the time of such destruction, loss or theft shall be accepted as satisfactory evidence thereof and no indemnity shall be required as a condition to execution and delivery of a new Note other than the written agreement of Lender or such affiliate or nominee, in form reasonably satisfactory to Agent, to indemnify Agent from all risks resulting from the authentication and delivery of the substitute Note. Agent will promptly cancel the Note surrendered for transfer, exchange or replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentence, a protected purchaser of the original Note in lieu of which such replacement Note was issued, presents for payment such original Note, the Issuer and the Trustee shall be entitled to recover such replacement Note (Section 2.07 hereof or such payment) from the Person to whom it was delivered or any assignee of such Person, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Trustee in connection therewith. (a) Upon the issuance of any replacement Note under this Section. In the event Agent fails to perform any of its duties set forth in Sections 2.07 and 2.08 hereof, the Issuer may require the payment by the Holder of Borrower will perform those duties or otherwise cause such Note of a sum sufficient duties to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) connected therewithperformed. (b) Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with the Notes duly issued hereunder. (c) The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any mutilated, destroyed, lost or stolen Note.

Mutilated, Destroyed, Lost or Stolen Note. (a) If (i) any mutilated Note is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Trustee and the Controlling Party such security or indemnity as may be required by it to hold the Issuer Issuer, the Trustee and the Trustee Controlling Party harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Trustee that such Note has been acquired by a protected bona fide purchaser, and, provided that the requirements of Section 8-405 and 8-406 of the UCC are met, the Issuer shall execute, and upon request by the Issuer, the Trustee shall authenticate and deliver in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; PROVIDED, HOWEVER, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become, or within seven days shall be, due and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentence, a protected bona fide purchaser of the original Note in lieu of which such replacement Note was issued, presents for payment such original Note, the Issuer Issuer, the Trustee and the Trustee Controlling Party shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any assignee of such Person, except a protected bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Trustee in connection therewith. (ab) Upon the issuance of any replacement Note under this Section, the Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) connected therewith. (bc) Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with the Notes Note duly issued hereunder. (cd) The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any the mutilated, destroyed, lost or stolen Note.

Mutilated, Destroyed, Lost or Stolen Note. If (i) any mutilated Note is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Trustee and the Controlling Party such security or indemnity as may be required by it to hold the Issuer Issuer, the Trustee and the Trustee Controlling Party harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Trustee that such Note has been acquired by a protected bona fide purchaser, and, provided that the requirements of Section 8-405 and 8-406 of the UCC are met, the Issuer shall execute, and upon request by the Issuer, the Trustee shall authenticate and deliver in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; PROVIDED, HOWEVER, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become, or within seven days shall be, due and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentence, a protected bona fide purchaser of the original Note in lieu of which such replacement Note was issued, presents for payment such original Note, the Issuer Issuer, the Trustee and the Trustee Insurer shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any assignee of such Person, except a protected bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Trustee in connection therewith. (a) Upon the issuance of any replacement Note under this Section, the Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) connected therewith. (b) Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with the Notes duly issued hereunder. (c) The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any mutilated, destroyed, lost or stolen Note.

Mutilated, Destroyed, Lost or Stolen Note. If (i) any mutilated Note is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Trustee such security or indemnity as may be required by it to hold the Issuer and the Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the Trustee that such Note has been acquired by a protected bona fide purchaser, and, provided that the requirements of Section 8-405 and 8-406 of the UCC are met, the Issuer shall execute, and upon request by the Issuer, the Trustee shall authenticate and deliver in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; PROVIDED, HOWEVER, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become, or within seven days shall be, due and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentence, a protected bona fide purchaser of the original Note in lieu of which such replacement Note was issued, presents for payment such original Note, the Issuer and the Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any assignee of such Person, except a protected bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Trustee in connection therewith. (a) Upon the issuance of any replacement Note under this Section, the Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) connected therewith. (b) Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with the Notes Note duly issued hereunder. (c) The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any the mutilated, destroyed, lost or stolen Note.

Mutilated, Destroyed, Lost or Stolen Note. If (i) any mutilated Note is surrendered to the TrusteeNote Registrar, or the Indenture Trustee receives evidence to its satisfaction of -48- 48 the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee and the Bond Insurer such security or indemnity as may be required by it the Indenture Trustee to hold save the Issuer Issuer, the Indenture Trustee and the Trustee Bond Insurer or any agent of any of them harmless, then, in the absence of notice to the Issuer, Issuer or the Note Registrar or the Trustee that such Note has been acquired by a protected bona fide purchaser, and, provided that the requirements of Section 8-405 and 8-406 of the UCC are met, the Issuer shall executeexecute and, and upon request by the Issuerits request, the Indenture Trustee shall authenticate and deliver deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; PROVIDEDnew Note of the same tenor, HOWEVERinitial principal amount and Stated Maturity, that if any such destroyed, lost or stolen Note, but bearing a number not a mutilated Note, shall have become, or within seven days shall be, due and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable without surrender thereofcontemporaneously outstanding. If, If after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentencenew Note, a protected bona fide purchaser of the original Note in lieu of which such replacement new Note was issued, issued presents for payment such original Note, the Bond Insurer, the Issuer and the Indenture Trustee shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any assignee of such Personperson taking therefrom, except a protected bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by the Bond Insurer, the Issuer or the Indenture Trustee or any agent of any of them in connection therewith. (a) . If any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of issuing a new Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any replacement new Note under this Section, the Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee) connected therewith. (b) . Every replacement new Note issued pursuant to this Section 3.06, in replacement lieu of any mutilated, destroyed, lost or stolen Note Note, shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time tune enforceable by anyone, and shall be entitled to all the benefits of this the Indenture equally and proportionately with the any and all other Notes duly issued hereunder. (c) . The provisions of this Section 3.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any mutilated, destroyed, lost or stolen NoteNotes.

Mutilated, Destroyed, Lost or Stolen Note. If (i) any mutilated Note is surrendered to the TrusteeNote Registrar, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it the Indenture Trustee to hold save the Issuer and the Indenture Trustee harmlessor any agent of any of them harmless (it being understood that the unsecured written undertaking of any domestic institutional Holder shall be deemed to be sufficient for such purposes), then, in the absence of notice to the Issuer, Issuer or the Note Registrar or the Trustee that such Note has been acquired by a protected bona fide purchaser, and, provided that the requirements of Section 8-405 and 8-406 of the UCC are met, the Issuer shall executeexecute and, and upon request by the Issuerits request, the Indenture Trustee shall authenticate and deliver deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; PROVIDEDnew Note of the same Series, HOWEVERinitial principal amount and Stated Maturity Date, that if any such destroyed, lost or stolen Note, but bearing a number not a mutilated Note, shall have become, or within seven days shall be, due and payable or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may direct the Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable without surrender thereofcontemporaneously outstanding. If, If after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the preceding sentencenew Note, a protected bona fide purchaser of the original Note in lieu of which such replacement new Note was issued, issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement new Note (or such payment) from the Person to whom it was delivered or any assignee of such PersonPerson taking therefrom, except a protected bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by the Issuer or the Indenture Trustee or any agent of any of them in connection therewith. (a) Upon the issuance . If any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, in lieu of any replacement Note under this Sectionissuing a new Note, the Issuer may require the payment by the Holder of pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. No service charge shall be made to a Holder for any registration of transfer or exchange of Notes, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and connection with any registration of transfer or exchange of Notes, other reasonable expenses (including the fees and expenses of the Trustee) connected therewith. (b) Every replacement Note issued than exchanges pursuant to this Section in replacement 2.05 or 9.05 hereof not involving any registration of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with the Notes duly issued hereunder. (c) transfer. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any mutilated, destroyed, lost or stolen NoteNotes.