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

Mutilated, Destroyed, Lost or Stolen Notes. 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 bona fide purchaser, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require 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. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a 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 Indenture Trustee shall 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 from such Person to whom such replacement Note was delivered or any assignee of such Person, except a 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 Indenture Trustee in connection therewith. 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. 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 bona fide protected purchaser, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class. In connection with the issuance of any new Note under this SectionSection 2.05, the Issuer may require 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. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide 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 Indenture Trustee shall 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 from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide 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 Indenture Trustee in connection therewith. Every replacement Note issued pursuant to this Section 2.05 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 any and all other Notes of the same Class duly issued hereunder. The provisions of this Section 2.05 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. 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 bona fide purchaserRegistrar, the Issuer shall execute, execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for therefor, a new Note of the same tenor and denomination, registered in the same manner, dated the date of its authentication and bearing a number not contemporaneously outstanding. If there shall be delivered to the Issuer, the Indenture Trustee and the Note Registrar (i) evidence to their satisfaction of the destruction (including mutilation tantamount to destruction), loss or theft of any Note and the ownership thereof and (ii) such security or indemnity as may be reasonably required by them to hold each of them, and any agent of any of them harmless, then, in the absence of notice received by the Issuer or a Trust Officer that such Note has been acquired by a Protected Purchaser, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver, in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note of the same Classtenor and denomination registered in the same manner, dated the date of its authentication and bearing a number not contemporaneously outstanding. In connection with Upon the issuance of any new Note under this SectionSection 2.05, the Issuer Indenture Trustee and the Note Registrar may require the payment by the Holder of such Note of a sum an amount sufficient to cover pay or discharge any tax or other governmental charge that may be imposed in relation thereto. Ifthereto and any other reasonable expenses, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a 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 Indenture Trustee shall 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 from such Person to whom such replacement Note was delivered or any assignee of such Person, except a 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 Indenture Trustee in connection therewithbut no service charge. Every replacement new Note issued pursuant to this Section 2.05 in replacement lieu of any destroyed, mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyonethe Holder thereof, and such new Note shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section 2.05 are exclusive and shall preclude (to the extent lawfulpermitted by applicable law) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (i) any a mutilated Note is surrendered to the Indenture Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the New York Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. Such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Trustee, or the Indenture Trustee receives evidence to its satisfaction Paying Agent, the Registrar and any co-registrar from any loss which any of the destructionthem may suffer if a Note is replaced, 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, thenand, in the absence of notice to the IssuerCompany, the Note Registrar Guarantor or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer Company shall execute, execute and upon its request Company Order the Indenture Trustee shall authenticate and delivermake available for delivery, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, a replacement Note of the same Classpay such Note. In connection with Upon the issuance of any new Note under this SectionSection 2.07, the Issuer Company 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. If, after thereto and any other expenses (including the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser fees and expenses of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such paymentTrustee) from the Person to whom it 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 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 Indenture Trustee in connection therewith. Every replacement new Note issued pursuant to this Section 2.07 in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerCompany, the Guarantor (if applicable) 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Trustee Note Registrar such security or indemnity as may be required by it the Note Registrar to hold save each of the Issuer Trust, the Owner Trustee, the Note Insurer and the Indenture Trustee Note Registrar 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 bona fide purchaser, the Issuer Owner Trustee on behalf of the Trust, acting at the direction of the Certificateholders, shall execute, execute and upon its request delivery of a Trust Request the Indenture Trustee Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of tenor and aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee Note Registrar, shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any Person person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a 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 Trust, the Owner Trustee, the Note Insurer or the Indenture Trustee Note Registrar in connection therewith. 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 Trust may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any new Note under this Section 2.07, the 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 and any other reasonable expenses (including the fees and expenses of the Trust, the Indenture Trustee or the Note Registrar) connected therewith. Every replacement new Note issued pursuant to this Section 2.07 in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerTrust, 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Trustee Note Registrar such security or indemnity as may be required by it the Note Registrar to hold save each of the Issuer Issuer, the Note Insurer and the Indenture Trustee Note Registrar harmless, then, in the absence of notice to the Issuer, Issuer or the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Owner Trustee on behalf of the Issuer shall execute, execute and upon its request the Indenture Trustee Note Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of tenor and aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee Note Registrar shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any Person person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a 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 Note Registrar in connection therewith. 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 new Note under this Section, the Issuer or the 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 and any other reasonable expenses (including the fees and expenses of the Indenture Trustee or the Note Registrar) connected therewith. Every replacement new Note issued pursuant to this Section in replacement lieu 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Trustee Note Registrar such security or indemnity as may be required by it the Note Registrar to hold save each of the Issuer Trust, the Owner Trustee, the Note Insurer and the Indenture Trustee Note Registrar 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 bona fide purchaser, the Issuer Owner Trustee on behalf of the Trust, acting at the direction of the Certificateholders, shall execute, execute and upon its request delivery of a Trust Request the Indenture Trustee Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of tenor and aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee note Registrar, shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any Person person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a 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 Trust, the Owner Trustee, the Note Insurer or the Indenture Trustee Note Registrar in connection therewith. 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 Trust may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any new Note under this Section 2.07, the 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 and any other reasonable expenses (including the fees and expenses of the Trust, the Indenture Trustee or the Note Registrar) connected therewith. Every replacement new Note issued pursuant to this Section 2.07 in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerTrust, 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture TrusteeNote Registrar, or the applicable Issuers shall execute and the Indenture Trustee receives shall cause to be authenticated and delivered, in exchange therefor, a new Note of the same Series, Class and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the applicable Issuers, the Indenture Trustee and the Note Registrar (i) evidence to its their satisfaction of the destruction (including mutilation tantamount to destruction), loss or theft of any NoteNote and the ownership thereof, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be reasonably required by it them to hold the Issuer each of them and the Indenture Trustee any of their agents harmless, then, in the absence of notice to the Issuer, applicable Issuers or the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer applicable Issuers shall execute, execute and upon its request the Indenture Trustee shall authenticate cause to be authenticated and deliverdelivered, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note of the same Series, Class, tenor and denomination registered in the same manner, dated the date of its authentication and bearing a number not contemporaneously outstanding. In connection with Upon the issuance of any new Note under this SectionSection 2.07, the Issuer applicable Issuers, the Indenture Trustee and the Note Registrar may require the payment by the Holder Noteholder of such Note of a sum an amount sufficient to cover pay or discharge any tax or other governmental charge that may be imposed in relation thereto. If, after thereto and any other reasonable expenses (including the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser reasonable fees and expenses of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer Authenticating Agent and the Indenture Trustee shall be entitled to recover such replacement Note (or such paymentTrustee) from the Person to whom it 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 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 Indenture Trustee in connection therewith. Every replacement new Note issued pursuant to this Section 2.07 in replacement lieu of any destroyed, mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerIssuers, whether or not the destroyed, mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyoneany Person, and such new Note shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same its Class and Series duly issued hereunder. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawfulpermitted by applicable law) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Trustee Note Registrar such security or indemnity as may be required by it the Note Registrar to hold save each of the Issuer Issuing Entity, the Owner Trustee and the Indenture Trustee Note Registrar 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 bona fide purchaser, the Issuer Owner Trustee on behalf of the Issuing Entity, acting at the direction of the Certificateholders, shall execute, execute and upon its request delivery of a Trust Request the Indenture Trustee Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of tenor and aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee note Registrar, shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any Person person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a 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 Issuing Entity, the Owner Trustee or the Indenture Trustee Note Registrar in connection therewith. 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 Issuing Entity may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any new Note under this Section 2.07, the 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 and any other reasonable expenses (including the fees and expenses of the Issuing Entity, the Indenture Trustee or the Note Registrar) connected therewith. Every replacement new Note issued pursuant to this Section 2.07 in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerIssuing Entity, 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture TrusteeNote Registrar, or the applicable Issuers shall execute and the Indenture Trustee receives shall cause to be authenticated and delivered, in exchange therefor, a new Note of the same Series, Class and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the applicable Issuers, the Indenture Trustee and the Note Registrar (i) evidence to its their satisfaction of the destruction (including mutilation tantamount to destruction), loss or theft of any NoteNote and the ownership thereof, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be reasonably required by it them to hold the Issuer each of them and the Indenture Trustee any of their agents harmless, then, in the absence of notice to the Issuer, applicable Issuers or the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer applicable Issuers shall execute, execute and upon its request the Indenture Trustee shall authenticate cause to be authenticated and deliverdelivered, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note of the same Series, Class, tenor and denomination registered in the same manner, dated the date of its authentication and bearing a number not contemporaneously outstanding. In connection with Upon the issuance of any new Note under this SectionSection 2.07, the Issuer applicable Issuers, the Indenture Trustee and the Note Registrar may require the payment by the Holder Noteholder of such Note of a sum an amount sufficient to cover pay or discharge any tax or other governmental charge that may be imposed in relation thereto. If, after thereto and any other reasonable expenses (including the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser reasonable fees and expenses of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer Authenticating Agent and the Indenture Trustee shall be entitled to recover such replacement Note (or such paymentTrustee) from the Person to whom it 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 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 Indenture Trustee in connection therewith. Every replacement new Note issued pursuant to this Section 2.07 in replacement lieu of any destroyed, mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerIssuers, whether or not the destroyed, mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyoneany Person, and such new Note shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same its Class and Series duly issued hereunder. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawfulpermitted by Applicable Law) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (i) any a mutilated Note is surrendered to the Indenture TrusteeRegistrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Indenture Issuer shall issue and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and shall authenticate a replacement Note if such Holder (iia) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold satisfies 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 lost, destroyed or wrongfully taken within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar has not registered a transfer prior to receiving such notification, (b) makes such request to the Issuer and the Trustee prior to the Note being acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, protected purchaser as defined in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note Section 8-303 of the same Class. In connection with Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the issuance of any new Note under this SectionTrustee or the Issuer; provided, the Issuer may require 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. Ifhowever, if after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide protected purchaser of the original Note in lieu of for which such replacement Note was issued presents for payment or registration such original replaced Note, the Trustee and/or the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was issued and delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a bona fide 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 Indenture Trustee in connection therewith. Every replacement Such Holder shall furnish an indemnity bond sufficient in the judgment of the (i) Trustee to protect the Trustee and (ii) the Issuer to protect the Issuer, the Trustee, the Paying Agent and the Registrar, from any loss which any of them may suffer if a Note is replaced, and, in the absence of notice to the Issuer, any Guarantor or the Trustee that such Note has been acquired by a protected purchaser, the Issuer shall execute, and upon receipt of an Issuer Order, the Trustee shall authenticate and make available for delivery, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 2.11, the Issuer may require that such Holder pay a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of counsel and of the Trustee) in connection therewith. Subject to the proviso in the initial paragraph of this Section 2.11, every new Note issued pursuant to this Section 2.11, in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, any Guarantor (if applicable) 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 any and all other Notes of the same Class duly issued hereunder. The provisions of this Section 2.11 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. 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 [and the Securities Insurer] such security or indemnity as may reasonably be required by it them to hold the Issuer Issuer[, the Securities Insurer] 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 bona fide purchaser, an Authorized Officer of the Owner Trustee or the Administrator on behalf of the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note 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 the same Class. In connection with the issuance of any new Note under this Sectionissuing a replacement Note, the Issuer may require payment by pay such destroyed, lost or stolen Note when so due or payable or upon the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoRedemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen NoteNote pursuant to the proviso to the preceding sentence, a 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 Securities Insurer] and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom which it was delivered or any Person taking such replacement Note from such Person to whom which such replacement Note was delivered or any assignee of such Person, except a 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 Issuer[, the Securities Insurer] or the Indenture Trustee in connection therewith. Upon the issuance of any replacement Note under this Section 2.04, 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. Every replacement Note issued pursuant to this Section 2.04 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 any and all other Notes of the same Class duly issued hereunder. The provisions of this Section 2.04 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Trustee Note Registrar such security or indemnity as may be required by it the Note Registrar to hold save each of the Issuer Trust, the Owner Trustee and the Indenture Trustee Note Registrar 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 bona fide purchaser, the Issuer Owner Trustee on behalf of the Trust, acting at the direction of the Certificateholders, shall execute, execute and upon its request delivery of a Trust Request the Indenture Trustee Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of tenor and aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee note Registrar, shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any Person person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a 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 Trust, the Owner Trustee or the Indenture Trustee Note Registrar in connection therewith. 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 Trust may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any new Note under this Section 2.07, the 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 and any other reasonable expenses (including the fees and expenses of the Trust, the Indenture Trustee or the Note Registrar) connected therewith. Every replacement new Note issued pursuant to this Section 2.07 in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerTrust, 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. (a) If (i) any mutilated Note is surrendered to the Indenture Trustee, 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 and the Note Insurer such security or indemnity as may be required by it the Indenture Trustee or the Note Insurer to hold each of the Issuer Owner Trustee, the Note Insurer and the Indenture Trustee harmless, then, in the absence of actual notice to the Issuer, the Note Registrar Owner Trustee or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer Owner Trustee shall execute, and upon its request the Indenture Trustee shall authenticate and deliverdeliver upon Issuer Order, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same tenor and Class, and Original Principal Balance bearing a number not contemporaneously Outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Note shall have become subject to receipt of payment in full, instead of issuing a new Note, the Indenture Trustee may make a payment with respect to such Note without surrender thereof, except that any mutilated Note shall be surrendered. In If, after the delivery of such new Note or payment with respect to a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a bona fide purchaser of the original Note in lieu of which such new Note was issued presents for receipt of payments such original Note, the Owner Trustee and the Indenture Trustee shall be entitled to recover such new Note (or such payment) from the Person to whom it was delivered or any Person taking such new Note from such Person, except a bona fide purchaser, and each of the Owner Trustee, the Indenture Trustee and the Note Insurer shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage or cost incurred by the Owner Trustee or the Indenture Trustee or the Note Insurer in connection with therewith. (b) Upon the issuance of any new Note under this Section, the Issuer Owner Trustee or the Indenture 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. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a 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 Indenture Trustee shall be entitled to recover such replacement Note . (or such paymentc) from the Person to whom it 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 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 Indenture Trustee in connection therewith. Every replacement new Note issued pursuant to this Section 2.08 in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerOwner Trustee, 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 any and all other Notes of the same Class duly issued hereunder. . (d) 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 with respect to mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. (a) If (i) any mutilated Note is surrendered to the Indenture Trustee, 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 the Indenture Trustee to hold each of the Issuer and the Indenture Trustee harmless, then, in the absence of actual notice to the Issuer, the Note Registrar Issuer or the Indenture Trustee that such Note has been acquired by a bona fide protected purchaser, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliverdeliver upon Issuer Order, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Classtenor and principal balance bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Note shall have become subject to receipt of payment in full, instead of issuing a new Note, the Indenture Trustee may make a payment with respect to such Note without surrender thereof, except that any mutilated Note shall be surrendered. In If, after the delivery of such new Note or payment with respect to a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a protected purchaser of the original Note in lieu of which such new Note was issued presents for receipt of payments such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such new Note (or such payment) from the Person to whom it was delivered or any Person taking such new Note from such Person, except a protected purchaser, and each of the Issuer and the Indenture Trustee shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage or cost incurred by the Issuer or the Indenture Trustee in connection with therewith. (b) Upon the issuance of any new Note under this Section, the Issuer or the Indenture 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. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a 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 Indenture Trustee shall be entitled to recover such replacement Note . (or such paymentc) from the Person to whom it 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 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 Indenture Trustee in connection therewith. Every replacement new Note issued pursuant to this Section 2.08 in replacement lieu 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 any and all other Notes of the same Class duly issued hereunder. . (d) 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 with respect to mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. (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 bona fide purchasershall become mutilated, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, a new Note of like tenor, interest rate, maturity and denomination in exchange and substitution for the Note so mutilated, but only upon surrender to the Issuer of such mutilated Note for cancellation, and each of the Issuer and the Trustee may require indemnity therefor reasonably satisfactory to it. If any Note shall be reported lost, stolen or in lieu destroyed, evidence as to the ownership and the loss, theft or destruction thereof shall be submitted to the Trustee. If such evidence shall be satisfactory to both the Trustee and the Issuer and indemnity satisfactory to both shall be given, the Issuer shall execute, and thereupon the Trustee shall authenticate and deliver, a new Note of like tenor, interest rate, maturity and denomination. The cost of providing any substitute Note under the provisions of Section 2.8 (Replacement Notes) of the Indenture shall be borne by the Holder for whose benefit such substitute Note is provided. If any such mutilated, destroyedlost, lost stolen or stolen Notedestroyed Note shall have matured or be about to mature, a replacement Note the Issuer may, with the consent of the same Class. In connection Trustee, pay to the Holder thereof the principal amount of such Note upon the maturity thereof and compliance with the aforesaid conditions by such Holder, without the issuance of any new a substitute Note under this Sectiontherefor, the Issuer may require payment by and likewise pay to the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser amount of the original unpaid interest, if any, which would have been paid on a substitute Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note had one been issued. (or such paymentb) from the Person to whom it 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 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 Indenture Trustee in connection therewith. Every replacement substitute Note issued pursuant to this Section in replacement 2.8 (Replacement Notes) of any mutilated, destroyed, lost or stolen Note the Indenture shall constitute an original additional contractual obligation of the Issuer, whether or not the Note alleged to have been 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 proportionally with any and all other Notes of the same Class duly issued hereunder. The under the Indenture. (c) All Notes shall be held and owned upon the express condition that the foregoing provisions of this Section are exclusive and shall preclude (are, to the extent lawful) all other rights and remedies permitted by Applicable Law, exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes, and shall preclude any and all other rights and remedies with respect thereto.

Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Issuing Entity, the Owner Trustee and the Note Registrar such security or indemnity as may be required by it to hold the Issuer Issuing Entity, the Owner Trustee and the Indenture Note Registrar to save each of the Issuing Entity, the Owner Trustee and the Note Registrar 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 bona fide purchaser, the Issuer Owner Trustee on behalf of the Issuing Entity, shall execute, execute and upon its request delivery of a Trust Request the Indenture Trustee Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of tenor and aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee Issuing Entity, shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any Person person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a bona fide purchaser, and the Issuing Entity, the Owner Trustee and the Note Registrar 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 Issuing Entity, the Owner Trustee or the Indenture Trustee Note Registrar in connection therewith. 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 Issuing Entity may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any new Note under this Section 2.07, the 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 and any other reasonable expenses (including the fees and expenses of the Issuing Entity, the Indenture Trustee or the Note Registrar) connected therewith. Every replacement new Note issued pursuant to this Section 2.07 in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerIssuing Entity, 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Trustee Note Registrar such security or indemnity as may be required by it the Note Registrar to hold each of the Issuer Issuer, the Note Insurer and the Indenture Trustee Note Registrar harmless, then, in the absence of notice to the Issuer, Issuer or the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, an Authorized Officer of the Issuer Owner Trustee shall execute, execute and upon its request the Indenture Trustee Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of tenor and aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee Note Registrar shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any Person person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a 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, the Note Insurer or the Note Registrar in connection therewith. 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 new Note under this Section, the Issuer or the 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 and any other reasonable expenses (including the fees and expenses of the Indenture Trustee in connection Trustee, the Note Registrar and the Authenticating Agent) connected therewith. Every replacement new Note issued pursuant to this Section in replacement lieu 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. (a) If (i) any mutilated Note is surrendered to the Indenture Trustee, 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 the Indenture Trustee to hold each of the Issuer and the Indenture Trustee harmless, then, in the absence of actual notice to the Issuer, the Note Registrar Issuer or the Indenture Trustee that such Note has been acquired by a bona fide protected purchaser, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliverdeliver upon an Issuer Order, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance tenor and Class and principal balance bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Note shall have become subject to receipt of any payment in full, instead of issuing a new Note under this SectionNote, the Issuer Indenture Trustee may require make a payment by the Holder of with respect to such Note of a sum sufficient to cover without surrender thereof, except that any tax or other governmental charge that may mutilated Note shall be imposed in relation theretosurrendered. If, after the delivery of such replacement new Note or payment of with respect to a destroyed, lost or stolen NoteNote pursuant to the proviso to the preceding sentence, a bona fide protected purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment receipt of payments 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 Person taking such replacement new Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide protected purchaser, and each of the Issuer and the Indenture Trustee shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, damage or cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith. . (b) Upon the issuance of any new Note under this Section 2.09, the Issuer or the Indenture Trustee may require the payment of a sum sufficient to cover any Tax or other governmental charge that may be imposed in relation thereto. (c) Every replacement new Note issued pursuant to this Section 2.09 in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, such 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 any and all other Notes of the same Class duly issued hereunder. . (d) The provisions of this Section 2.09 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of with respect to mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture TrusteeNote Registrar, or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee Note Registrar such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee Note Registrar harmless, then, in the absence of notice to the Issuer, Issuer or the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, and provided that the requirements of Section 8-405 of the UCC are met, the Issuer shall execute, and upon its request an Issuer Order the Indenture Trustee Note Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class. In connection with the issuance ; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within 15 days shall be due and payable, or shall have been called for redemption, instead of any new Note under this Sectionissuing a replacement Note, the Issuer may require payment by pay such destroyed, lost or stolen Note when so due or payable or upon the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoRedemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a 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 Indenture Trustee Note Registrar shall 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 from such Person to whom such replacement Note was delivered or any assignee of such Person, except a 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 Note Registrar in connection therewith. 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 in connection and the Note Registrar) connected therewith. 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If If (i1) any mutilated Note is surrendered to the Indenture Trustee, Trustee or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Trustee such security or indemnity as may be required by it the Trustee to hold save each of the Trustee and the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar Issuer or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, execute and upon its request direction the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance , tenor and aggregate initial principal amount bearing a number not contemporaneously outstanding; PROVIDED, HOWEVER, that 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 any issuing a new Note under this SectionNote, the Issuer may require payment by the Holder of pay such Note of a sum sufficient to cover without surrender thereof, except that any tax or other governmental charge that may mutilated Note shall be imposed in relation theretosurrendered. If, after the delivery of such replacement new Note or payment of a destroyed, lost or stolen NoteNote pursuant to the proviso to the preceding sentence, a bona fide purchaser of the original Note in lieu of which such replacement new Note was 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 Person taking such replacement new Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a 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 Indenture Trustee in connection therewith. Every replacement Upon the issuance of any new Note under this Section, the Issuer may require the payment 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. Except to the extent provided in the first paragraph of this Section 2.08, every new Note issued pursuant to this Section in replacement lieu 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 proportionately, to the extent provided herein, with any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. 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 bona fide purchaser, the Issuer shall execute, execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class. In connection with the issuance tenor, aggregate initial principal amount and Class bearing a number not contemporaneously outstanding; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within 15 days shall be due and payable, instead of any new Note under this Sectionissuing a replacement Note, the Issuer may require payment by the Holder of pay such destroyed, lost or stolen Note of a sum sufficient to cover any tax when so due or other governmental charge that may be imposed in relation theretopayable. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen NoteNote pursuant to the proviso to the preceding sentence, a 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 Indenture Trustee shall 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 from such Person to whom such replacement Note was delivered or any assignee of such Person, except a 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 Indenture Trustee in connection therewith. Upon the issuance of any replacement Note under this Section, the Issuer may require the payment by the Noteholder thereof 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. 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 anyone in accordance with the benefits provisions of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunderapplicable Terms Supplement. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Trustee Note Registrar such security or indemnity as may be required by it the Note Registrar to hold save each of the Issuer Issuer, the Owner Trustee and the Indenture Trustee Note Registrar 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 bona fide purchaser, the Issuer Owner Trustee on behalf of the Issuer, acting at the direction of the Certificateholders, shall execute, execute and upon its request delivery of a Trust Request the Indenture Trustee Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of tenor and aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee note Registrar, shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any Person person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a 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 Issuer, the Owner Trustee or the Indenture Trustee Note Registrar in connection therewith. 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 new Note under this Section 2.07, the 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 and any other reasonable expenses (including the fees and expenses of the Issuer, the Indenture Trustee or the Note Registrar) connected therewith. Every replacement new Note issued pursuant to this Section 2.07 in replacement lieu 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. 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 bona fide protected purchaser, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class. In connection with the issuance of any new Note under this SectionSection 2.05, the Issuer may require 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. 5 (Nissan 2015-C Indenture) If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide 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 Indenture Trustee shall 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 from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide 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 Indenture Trustee in connection therewith. Every replacement Note issued pursuant to this Section 2.05 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 any and all other Notes of the same Class duly issued hereunder. The provisions of this Section 2.05 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Trustee Note Registrar such security or indemnity as may be required by it the Note Registrar to hold save each of the Issuer Trust, the Note Insurer and the Indenture Trustee Note Registrar 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 bona fide purchaser, the Issuer Owner Trustee on behalf of the Trust shall execute, execute and upon its request the Indenture Trustee Note Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of tenor and aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee Note Registrar, shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any Person person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a 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 Trust or the Indenture Trustee Note Registrar in connection therewith. 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 Trust may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any new Note under this Section 2.07, the 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 and any other reasonable expenses (including the fees and expenses of the Trust, the Indenture Trustee or the Note Registrar) connected therewith. Every replacement new Note issued pursuant to this Section 2.07 in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerTrust, 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. 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 them 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 bona fide purchaser, the Issuer shall execute, execute and upon its written request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class. In connection with ; 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 Upon the issuance of any new replacement Note under this Section, the Issuer or the Indenture 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. If, after thereto and any other reasonable expenses (including the delivery fees and expenses of such replacement Note or payment of a destroyed, lost or stolen Note, a 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 Indenture Trustee shall 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 from such Person to whom such replacement Note was delivered or any assignee of such Person, except a 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 Indenture Trustee in connection Note Registrar) connected therewith. 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture TrusteeNote Registrar, or the Issuer shall execute and the Indenture Trustee receives shall authenticate and deliver, in exchange therefor, a new Note of the same principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Issuer, the Indenture Trustee and the Note Registrar (i) evidence to its their satisfaction of the destruction (including mutilation tantamount to destruction), loss or theft of any NoteNote and the ownership thereof, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be reasonably required by it them to hold the Issuer each of them, and the Indenture Trustee any agent of any of them harmless, then, in the absence of notice to the Issuer, the Indenture Trustee or the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note of the same Classtenor and denomination registered in the same manner, dated the date of its authentication and bearing a number not contemporaneously outstanding. In connection with Upon the issuance of any new Note under this SectionSection 2.06, the Issuer Indenture Trustee and the Note Registrar may require the payment by the Holder Noteholder of such Note of a sum an amount sufficient to cover pay or discharge any tax or other governmental charge that may be imposed in relation thereto. If, after thereto and any other reasonable expenses (including the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser reasonable fees and expenses of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer Authenticating Agent and the Indenture Trustee shall be entitled to recover such replacement Note (or such paymentTrustee) from the Person to whom it 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 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 Indenture Trustee in connection therewith. Every replacement new Note issued pursuant to this Section 2.06 in replacement lieu of any destroyed, mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyoneany Person, and such new Note shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section 2.06 are exclusive and shall preclude (to the extent lawfulpermitted by applicable law) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. 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 them to hold the Issuer and the Indenture Trustee harmlessTrustee, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class. In connection with the issuance ; 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 any new Note under this Sectionissuing a replacement Note, the Issuer may require payment by pay such destroyed, lost or stolen Note when so due or payable or upon the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoRedemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen NoteNote pursuant to the proviso to the preceding sentence, a 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, and the Indenture Trustee shall 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 from such Person to whom such replacement Note was delivered or any assignee of such Person, except a 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 Indenture Trustee in connection therewith. Upon the issuance of any replacement Note under this Section, the Issuer or the Indenture 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 Indenture Trustee or the Note Registrar) connected therewith. Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or of 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (i) any a ------------------------------------------ mutilated Note is surrendered to the Indenture Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuers shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuers, such Holder shall furnish an indemnity bond sufficient in the judgment of the Issuers and the Trustee to protect the Issuers, the Trustee, or the Indenture Trustee receives evidence to its satisfaction Paying Agent, the Registrar and any co-registrar from any loss which any of the destructionthem may suffer if a Note is replaced, 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, thenand, in the absence of notice to the Issuer, the Note Registrar Issuers or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer Issuers shall execute, execute and upon its request Company Order the Indenture Trustee shall authenticate and delivermake available for delivery, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously Outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Issuers in their discretion may, instead of issuing a new Note, a replacement Note of the same Classpay such Note. In connection with Upon the issuance of any new Note under this Section, 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. If, after thereto and any other expenses (including the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser fees and expenses of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such paymentTrustee) from the Person to whom it 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 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 Indenture Trustee in connection therewith. Every replacement new Note issued pursuant to this Section in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerIssuers, any Note Guarantor (if applicable) 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture TrusteeNote Registrar, or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Trust, the Sponsor, the Indenture Trustee and the Insurer 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 bona fide purchaser, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require 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. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen NoteNote pursuant to the proviso to the preceding sentence, a 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 Trust, the Indenture Trustee and the Insurer shall 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 from such Person to whom such replacement Note was delivered or any assignee of such Person, except a 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 Trust or the Indenture Trustee in connection therewith. Upon the issuance of any replacement Note under this Section, the Trust may require the payment by the Noteholder 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. 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 IssuerTrust, 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. 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, 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 bona fide purchaser, the Issuer shall execute, execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class. In connection with the issuance class; PROVIDED, HOWEVER, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within 15 days shall be due and payable, or shall have been called for redemption, instead of any new Note under this Sectionissuing a replacement Note, the Issuer may require payment by the Holder of pay such destroyed, lost or stolen Note of a sum sufficient to cover any tax when so due or other governmental charge that may be imposed in relation theretopayable without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen NoteNote pursuant to the proviso to the preceding sentence, a 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 Indenture Trustee shall 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 from such Person to whom such replacement Note was delivered or any assignee of such Person, except a 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 Indenture Trustee in connection therewith. Upon the issuance of any replacement Note under this Section, the Issuer may require the payment by the Noteholder thereof 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. 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 any and all other Notes of the same Class class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture TrusteeNote Registrar, or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Note Registrar, the Issuer and the Trustee such security or indemnity as may be required by it them to hold save each of them harmless (the Issuer and the Indenture Trustee harmlessgeneral obligation of an institutional investor that is investment grade rated being sufficient indemnity), then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note of the same Classlike tenor and denomination or ownership interest, as applicable. In connection with the issuance of any new Note under this Section, the Issuer or the Trustee may require the payment by the Holder of such Note Noteholder thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. If, after the delivery of such replacement Note or payment of with respect to a destroyed, lost or stolen Note, a 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 Indenture Trustee shall 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 from such Person to whom such replacement Note was delivered or any assignee of any such Person, except a 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 Indenture Trustee in connection therewith. 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. 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 bona fide purchaser, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, 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 of the same Class. In connection with the issuance of any new Note under this SectionNote, the Issuer may require payment by pay such destroyed, lost or stolen Note when so due or payable or upon the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoRedemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen NoteNote pursuant to the proviso to the preceding sentence, a 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 Issuer, the Indenture Trustee and the Insurer shall 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 from such Person to whom such replacement Note was delivered or any assignee of such Person, except a 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 Indenture Trustee in connection therewith. 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. 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (i) any a mutilated Note is surrendered to the Indenture TrusteeRegistrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Agent shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies the Issuer 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 Agent that such Note has been lost, destroyed or wrongfully taken within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar has not registered a transfer prior to receiving such notification, (b) makes such request to the Issuer or Agent prior to the Note being acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, protected purchaser as defined in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note Section 8-303 of the same Class. In connection with Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the issuance of any new Note under this SectionAgent; provided, the Issuer may require 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. Ifhowever, if after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide protected purchaser of the original Note in lieu of for which such replacement Note was issued presents for payment or registration such original replaced Note, the Agent or the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was issued and delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a bona fide 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 Indenture Trustee Agent in connection therewith. Every replacement Such Holder shall furnish an indemnity bond sufficient in the judgment of the Issuer and the Agent to protect the Issuer, the Agent, the Paying Agent and the Registrar from any loss which any of them may suffer if a Note is replaced, and, in the absence of notice to the Issuer, any Guarantor or the Agent that such Note has been acquired by a protected purchaser, the Issuer shall execute, and upon receipt of an Issuer Order, the Agent shall authenticate and make available for delivery, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 2.9, the Issuer may require that such Holder pay a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of counsel and of the Agent) in connection therewith. Subject to the proviso in the initial paragraph of this Section 2.9, every new Note issued pursuant to this Section in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, any Guarantor (if applicable) 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 any and all other Notes of the same Class duly issued hereunder. The provisions of this Section 2.9 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Trustee or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, Note and (ii2) there is delivered to the Indenture Trustee such security or indemnity as may be required by it the Trustee to hold save the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar Issuer or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Sectiontenor, the Issuer may require payment by the Holder of such Note of aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was 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 Person person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a 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 in connection therewith. 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 new Note under this Section, the Issuer may require the payment 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. Every replacement new Note issued pursuant to this Section in replacement lieu 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Trustee Note Registrar such security or indemnity as may be required by it the Note Registrar to hold save each of the Issuer Trust, the Note Insurer and the Indenture Trustee Note Registrar harmless, then, in the absence of notice to the Issuer, Trust or the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer Owner Trustee on behalf of the Trust shall execute, execute and upon its request the Indenture Trustee Note Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of tenor and aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment such original Note, the Issuer Trust and the Indenture Trustee Note Registrar shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any Person person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a 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 Trust or the Indenture Trustee Note Registrar in connection therewith. 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 Trust may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any new Note under this Section 2.07, the Trust or the 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 and any other reasonable expenses (including the fees and expenses of the Trust, the Indenture Trustee or the Note Registrar) connected therewith. Every replacement new Note issued pursuant to this Section 2.07 in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerTrust, 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If If: (ia) any mutilated or defaced Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any NoteNote and of the ownership thereof, and (iib) in the case of a Note that has been destroyed, lost or stolen, there is delivered to the Indenture Trustee and the SPC such security or indemnity as may be required by them to save each of them harmless (provided that if the applicable Noteholder is an original holder of a Note, or a nominee or Affiliate thereof, or any institutional holder of a Note (in either case, with a net worth of at least US$50,000,000), then such holder’s own unsecured agreement of indemnity shall be deemed satisfactory; it to hold the Issuer and being understood that the Indenture Trustee harmlessmay reasonably request information necessary to establish that any such Noteholder has such net worth for purposes of this Section), then, in the absence of Actual Knowledge of a Responsible Officer of the Indenture Trustee or written notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide “protected purchaser, the Issuer shall execute, and upon its request ,” then the Indenture Trustee Trustee, at the specific written direction of the SPC, shall authenticate authenticate, register and deliver, in exchange and substitution for (upon surrender and cancellation thereof) or in lieu of and in substitution for any such mutilated, defaced, destroyed, lost or stolen Note, a replacement new Note executed by the SPC of like tenor (including the same ClassIssuance Date) and of like principal balance registered in the same manner, dated the date of its authentication and bearing interest from the date to which interest has been paid on such Note. In connection with the issuance execution, authentication and delivery of any new Note under this Section, the Issuer SPC or the Indenture Trustee may require the payment by the Holder of such Note holder thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. If, after thereto and any other fees and expenses (including the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser fees and expenses of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such paymentTrustee) from the Person to whom it 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 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 Indenture Trustee in connection connected therewith. Every replacement Any duplicate Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation conclusive evidence of the Issuersame indebtedness of the SPC, as if originally issued, whether or not the mutilatedlost, destroyed, lost stolen or stolen destroyed Note shall be found at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereundertime. The provisions of this Section 2.7 are exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (i) any a mutilated Note is surrendered to the Indenture TrusteeRegistrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) satisfies the Company 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 lost, destroyed or wrongfully taken within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar has not registered a transfer prior to receiving such notification, (b) makes such request to the Company or Trustee prior to the Note being acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, protected purchaser as defined in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note Section 8-303 of the same Class. In connection with Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the issuance of any new Note under this SectionTrustee; provided, the Issuer may require 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. Ifhowever, if after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide protected purchaser of the original Note in lieu of for which such replacement Note was issued presents for payment or registration such original replaced Note, the Issuer and Trustee or the Indenture Trustee Company shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was issued and delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a bona fide 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 Company or the Indenture Trustee in connection therewith. Every replacement Such Holder shall furnish an indemnity bond sufficient in the | judgment of the Company and the Trustee to protect the Company, the Trustee, the Paying Agent and the Registrar from any loss which any of them may suffer if a Note is replaced, and, in the absence of notice to the Company, any Guarantor or the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and make available for delivery, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or wrongfully taken Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or wrongfully taken Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 2.10, the Company may require that such Holder pay a sum sufficient to cover any transfer tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of counsel and of the Trustee) in connection therewith. Subject to the proviso in the initial paragraph of this Section 2.10, every new Note issued pursuant to this Section 2.10 in replacement lieu of any mutilated, destroyed, lost or stolen wrongfully taken Note shall constitute an original additional contractual obligation of the IssuerCompany, any Guarantor and any other obligor upon the Notes, 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 the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section 2.10 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen wrongfully taken Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If If (i1) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Trustee Note Registrar such security or written indemnity as may be required by it the Note Registrar to hold save each of the Issuer Issuer, [the Note Insurer] and the Indenture Trustee harmlessNote Registrar harmless (provided that no security shall be required for any indemnity from any institutional investor whose long-term debt is rated investment grade by any of the Rating Agencies), then, in the absence of notice to the Issuer, Issuer or the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, and provided that the Issuer requirements of Section 8-405 of the relevant Uniform Commercial Code have been met, the Owner Trustee shall execute, execute and upon its request the Indenture Trustee Note Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Classtenor and aggregate initial principal amount bearing a number not contemporaneously outstanding. In If, after the delivery of such new Note, a bona fide purchaser of the original Note in lieu of which such new Note was issued presents for payment such original Note, the Issuer and the Note Registrar shall be entitled to recover such new Note from the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the written indemnity provided therefor to the extent of any loss, damage, cost or expenses incurred by the Issuer or the Note Registrar in connection with therewith. 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 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. If, after thereto and any other reasonable expenses (including the delivery fees and expenses of such replacement Note or payment of a destroyed, lost or stolen Note, a 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 Indenture Trustee shall 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 from such Person to whom such replacement Note was delivered or any assignee of such Person, except a 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 Indenture Trustee in connection Note Registrar) connected therewith. Every replacement new Note issued pursuant to this Section in replacement lieu 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Trustee Note Registrar such security or indemnity as may be required by it the Note Registrar to hold save each of the Issuer Issuer, the Note Insurer and the Indenture Trustee Note Registrar harmless, then, in the absence of notice to the Issuer, Issuer or the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Owner Trustee on behalf of the Issuer shall execute, execute and upon its request the Indenture Trustee Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of tenor and aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee Note Registrar shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any Person person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a 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 Note Registrar in connection therewith. 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 new Note under this Section, the Issuer or the 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 and any other reasonable expenses (including the fees and expenses of the Indenture Trustee or the Note Registrar) connected therewith. Every replacement new Note issued pursuant to this Section in replacement lieu 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture TrusteeNote Registrar, or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Note Registrar, the Note Insurer and the Trustee such security or indemnity as may be required by it them to hold save each of them harmless (the Issuer and the Indenture Trustee harmlessgeneral obligation of an institutional investor that is investment grade rated being sufficient indemnity), then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note of the same Classlike tenor and denomination or ownership interest, as applicable. In connection with the issuance of any new Note under this Section, the Issuer or the Trustee may require the payment by the Holder of such Note Noteholder thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. If, after the delivery of such replacement Note or payment of with respect to a destroyed, lost or stolen Note, a 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 Indenture Trustee shall 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 from such Person to whom such replacement Note was delivered or any assignee of any such Person, except a 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 Indenture Trustee in connection therewith. 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. 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 bona fide protected purchaser, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note Note; provided that if any such destroyed, lost or stolen Note, but not a mutilated Note, BUSINESS.29147457.3 shall have become or within seven days shall be due and payable, or shall have been called for redemption, instead of the same Class. In connection with the issuance of any new Note under this Sectionissuing a replacement Note, the Issuer may require payment by the Holder of pay such destroyed, lost or stolen Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretowhen so due without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen NoteNote pursuant to the proviso to the preceding sentence, a bona fide 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 Indenture Trustee shall 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 from such Person to whom such replacement Note was delivered or any assignee of such Person, except a bona fide 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 Indenture Trustee in connection therewith. Upon the issuance of any replacement Note under this Section 4.03, 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 reasonable expenses of the Trustee) connected therewith. Every replacement Note issued pursuant to this Section 4.03 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 any and all other Notes of the same Class duly issued hereunder. The provisions of this Section 4.03 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (ia) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Issuer and the Trustee receives receive evidence to its their reasonable satisfaction of the destruction, loss or theft of any NoteNote (the written statement of an institutional Noteholder shall be deemed satisfactory for such purpose), and (iib) there is delivered to the Indenture Issuer and the Trustee such security or indemnity as may be required by it them to hold save each of them harmless (the Issuer and the Indenture Trustee harmlessunsecured agreement of indemnity of an institutional Noteholder shall be deemed satisfactory for such purpose), then, in the absence of notice to the Issuer, Issuer or the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, execute and upon its request an Issuer Order the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note of the same Classtenor and principal amount, bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable, or shall have been selected or called for redemption, instead of issuing a new Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. In connection with Upon the issuance of any new Note under this SectionSection 2.06, 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. If, after thereto and any other reasonable expenses (including the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser fees and expenses of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such paymentTrustee) from the Person to whom it 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 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 Indenture Trustee in connection connected therewith. Every replacement new Note issued pursuant to this Section in replacement lieu 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 any and all other Notes of the same Class duly issued hereunder. The provisions of this Section 2.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. 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, Note and (ii) there is delivered to the Indenture Trustee such receives the security or indemnity as may be required by it requires to hold the Issuer and the Indenture Trustee harmlessharmless or (ii) any mutilated Note is surrendered to the Indenture Trustee, then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note 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 the same Class. In connection with the issuance of any new Note under this Sectionissuing a replacement Note, the Issuer may require payment by pay such destroyed, lost or stolen Note when so due or payable or upon the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoRedemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen NoteNote pursuant to the proviso to the preceding sentence, a 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 Indenture Trustee shall 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 from such Person to whom such replacement Note was delivered or any assignee of such Person, except a 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 Indenture Trustee in connection therewith. Every Upon the issuance of any replacement Note issued pursuant under this Section, the Issuer or the Indenture Trustee may require the payment by the Holder of such Note of a sum sufficient to this Section cover any tax or other governmental charge that may be imposed in replacement of relation thereto and any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation other reasonable expenses (including the fees and expenses of the Issuer, whether Indenture Trustee 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 any and all other Notes of the same Class duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawfulRegistrar) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notesconnected therewith.

Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture TrusteeNote Registrar, or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Note Registrar, the Trustee and the Issuer such security or indemnity as may be required by it them to hold save each of them harmless (the Issuer and the Indenture Trustee harmlessgeneral obligation of an institutional investor that is investment grade rated being sufficient indemnity), then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note of the same Classlike tenor and denomination or ownership interest, as applicable. In connection with the issuance of any new Note under this Section, neither the Issuer nor the Trustee shall charge any fee, except that the Trustee may require the payment by the Holder of such Note Noteholder thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. If, after the delivery of such replacement Note or payment of with respect to a destroyed, lost or stolen Note, a 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 Indenture Trustee shall 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 from such Person to whom such replacement Note was delivered or any assignee of any such Person, except a 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 Indenture Trustee in connection therewith. 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Trustee Note Registrar such security or indemnity as may be required by it the Note Registrar to hold save each of the Issuer Issuing Entity, the Owner Trustee, the Note Insurer and the Indenture Trustee Note Registrar 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 bona fide purchaser, the Issuer Owner Trustee on behalf of the Issuing Entity, acting at the direction of the Certificateholders, shall execute, execute and upon its request delivery of a Trust Request the Indenture Trustee Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of tenor and aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee note Registrar, shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any Person person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a 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 Issuing Entity, the Owner Trustee, the Note Insurer or the Indenture Trustee Note Registrar in connection therewith. 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 Issuing Entity may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any new Note under this Section 2.07, the 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 and any other reasonable expenses (including the fees and expenses of the Issuing Entity, the Indenture Trustee or the Note Registrar) connected therewith. Every replacement new Note issued pursuant to this Section 2.07 in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerIssuing Entity, 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture TrusteeNote Registrar, or the Issuer shall execute and the Indenture Trustee receives shall cause to be authenticated and delivered, in exchange therefor, a new Note of the same principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Issuer, the Indenture Trustee and the Note Registrar (i) evidence to its their satisfaction of the destruction (including mutilation tantamount to destruction), loss or theft of any NoteNote and the ownership thereof, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be reasonably required by it them to hold the Issuer each of them and the Indenture Trustee any of their agents harmless, then, in the absence of notice to the Issuer, Issuer or the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, execute and upon its request the Indenture Trustee shall authenticate cause to be authenticated and deliverdelivered, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note of the same Classtenor and denomination registered in the same manner, dated the date of its authentication and bearing a number not contemporaneously outstanding. In connection with Upon the issuance of any new Note under this SectionSection 2.11, the Issuer Issuer, the Indenture Trustee and the Note Registrar may require the payment by the Holder Noteholder of such Note of a sum an amount sufficient to cover pay or discharge any tax or other governmental charge that may be imposed in relation thereto. If, after thereto and any other reasonable expenses (including the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser reasonable fees and expenses of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer Authenticating Agent and the Indenture Trustee shall be entitled to recover such replacement Note (or such paymentTrustee) from the Person to whom it 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 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 Indenture Trustee in connection therewith. Every replacement new Note issued pursuant to this Section 2.11 in replacement lieu of any destroyed, mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyoneany Person, and such new Note shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued hereunder. The provisions of this Section 2.11 are exclusive and shall preclude (to the extent lawfulpermitted by applicable law) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Indenture TrusteeNote Registrar, or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Note Registrar and the Trustee such security or indemnity as may be required by it them to hold save each of them harmless (the Issuer and the Indenture Trustee harmlessgeneral obligation of an institutional investor that is investment grade rated being sufficient indemnity), then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note of the same Classlike tenor and denomination or ownership interest, as applicable. In connection with the issuance of any new Note under this Section, the Issuer or the Trustee may require the payment by the Holder of such Note Noteholder thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. If, after the delivery of such replacement Note or payment of with respect to a destroyed, lost or stolen Note, a 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 Indenture Trustee shall 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 from such Person to whom such replacement Note was delivered or any assignee of any such Person, except a 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 Indenture Trustee in connection therewith. 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. (a) If (i) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee Note Registrar such security or indemnity as may be required by it the Note Registrar to hold save each of the Issuer Trust, the Owner Trustee, the Note Insurer and the Indenture Trustee Note Registrar 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 bona fide purchaser, the Issuer Owner Trustee on behalf of the Trust, acting at the direction of the Certificateholders, shall execute, execute and upon its request delivery of a Trust Request the Indenture Trustee Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of tenor and aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee Note Registrar, shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any Person person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a 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 Trust, the Owner Trustee, the Note Insurer or the Indenture Trustee Note Registrar in connection therewith. 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 Trust may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. (b) Upon the issuance of any new Note under this Section 2.07, the 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 and any other reasonable expenses (including the fees and expenses of the Trust, the Indenture Trustee or the Note Registrar) connected therewith. (c) Every replacement new Note issued pursuant to this Section 2.07 in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerTrust, 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 any and all other Notes of the same Class duly issued hereunder. . (d) 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. 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 the Trustee to indemnify and hold the Issuer and the Indenture Trustee harmlessharmless (which in the case of any Holder that is, or is a subsidiary of, a bank or other institutional buyer with a net worth of at least $50,000,000, and whose claims paying ability or long-term debt is rated at least investment grade or better by a Rating Agency, need only be such bank's or institutional buyer's unsecured written promise of indemnity), then, in the absence of notice to the Issuer, Issuer or the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note of the same Classtenor and Initial Note Principal Balance, bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Note shall have become or shall be about to become due and payable the Issuer in its discretion may, instead of issuing a new Note, pay such Note. In connection with Upon the issuance of any new Note under this Section, the Issuer or the 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. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a 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 Indenture Trustee shall but no service charge may 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 from such Person to whom such replacement Note was delivered or any assignee of such Person, except a 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 Indenture Trustee imposed in connection therewith. Every replacement new Note issued pursuant to this Section in replacement lieu 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (i) any a mutilated Note is surrendered to the Indenture Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuers shall issue and the Trustee, or upon Issuer Order, shall authenticate a replacement Note. The Holder shall meet the Indenture Trustee receives evidence to its satisfaction requirements of Section 8-405 of the destructionUniform Commercial Code, loss such that the Holder (a) notifies the Issuers and the Trustee within a reasonable time after such Holder has notice of such loss, destruction or theft wrongful taking and the Registrar has not registered a transfer prior to receiving such notification, (b) makes such request to the Issuers prior to the Issuers having notice that the Note has been acquired by a protected purchaser as defined in Section 8-303 of any Note, the Uniform Commercial Code (a “protected purchaser”) and (iic) there is delivered to satisfies any other reasonable requirements of the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer Issuers and the Indenture Trustee. Such Holder shall furnish an indemnity bond sufficient in the judgment of the Issuers and the Trustee harmlessto protect the Issuers, the Trustee, the Paying Agent and the Registrar from any loss which any of them may suffer. If a Note is replaced, then, in the absence of notice to the IssuerIssuers, the Note Registrar any Subsidiary Guarantor or the Indenture Trustee that such Note has been acquired by a bona fide protected purchaser, the Issuer Issuers shall execute, execute and upon its request Issuer Order the Indenture Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, or is about to be redeemed or purchased by the Issuers pursuant to the terms of this Indenture, the Issuers in their discretion may, instead of issuing a new Note, a replacement Note of pay, redeem or purchase such Note, as the same Classcase may be. In connection with Upon the issuance of any new Note under this SectionSection 2.8, 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. If, after thereto and any other expenses (including the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser fees and expenses of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such paymentTrustee) from the Person to whom it 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 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 Indenture Trustee in connection therewith. Every replacement new Note issued pursuant to this Section 2.8 in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerCompany, QS Wholesale, any Subsidiary 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 any and all other Notes of the same Class duly issued hereunder. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Trustee Note Registrar such security or indemnity as may be required by it the Note Registrar to hold save each of the Issuer and the Indenture Trustee Note Registrar harmless, then, in the absence of notice to the Issuer, Issuer or the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Owner Trustee on behalf of the Issuer shall execute, execute and upon its request the Indenture Trustee Note Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of tenor and aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee Note Registrar shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any Person person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a 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 Note Registrar in connection therewith. 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 new Note under this Section, the Issuer or the 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 and any other reasonable expenses (including the fees and expenses of the Indenture Trustee or the Note Registrar) connected therewith. Every replacement new Note issued pursuant to this Section in replacement lieu 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Issuer or the Indenture Trustee Issuer receives evidence to its satisfaction of the destruction, loss or theft of any Note, Note and (ii2) there is delivered to the Indenture Trustee Issuer such security or indemnity as may be required by it the Issuer to hold save the Issuer and the Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar Issuer or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute, execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Sectiontenor, the Issuer may require payment by the Holder of such Note of aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was 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 Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a 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 in connection therewith. 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 new Note under this Section, the Issuer may require the payment 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) in connection therewith. Every replacement new Note issued pursuant to this Section in replacement lieu 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If If (i1) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Trustee Note Registrar such security or written indemnity as may be required by it the Note Registrar to hold save each of the Issuer Issuer, [the Note Insurer] and the Indenture Trustee harmlessNote Registrar harmless (provided that no security shall be required for any indemnity from any institutional investor whose long- term debt is rated investment grade by any of the Rating Agencies), then, in the absence of notice to the Issuer, Issuer or the Note Registrar or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, and provided that the Issuer requirements of Section 8-405 of the relevant Uniform Commercial Code have been met, the Owner Trustee shall execute, execute and upon its request the Indenture Trustee Note Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Classtenor and aggregate initial principal amount bearing a number not contemporaneously outstanding. In If, after the delivery of such new Note, a bona fide purchaser of the original Note in lieu of which such new Note was issued presents for payment such original Note, the Issuer and the Note Registrar shall be entitled to recover such new Note from the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the written indemnity provided therefor to the extent of any loss, damage, cost or expenses incurred by the Issuer or the Note Registrar in connection with therewith. 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 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. If, after thereto and any other reasonable expenses (including the delivery fees and expenses of such replacement Note or payment of a destroyed, lost or stolen Note, a 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 Indenture Trustee shall 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 from such Person to whom such replacement Note was delivered or any assignee of such Person, except a 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 Indenture Trustee in connection Note Registrar) connected therewith. Every replacement new Note issued pursuant to this Section in replacement lieu 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. (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 bona fide purchasershall become mutilated, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, a new Note of like tenor, interest rate, maturity and denomination in exchange and substitution for the Note so mutilated, but only upon surrender to the Trustee of such mutilated Note for cancellation, and each of the Issuer and the Trustee may require indemnity therefor reasonably satisfactory to it. If any Note shall be reported lost, stolen or in lieu destroyed, evidence as to the ownership and the loss, theft or destruction thereof shall be submitted to the Trustee. If such evidence shall be satisfactory to both the Trustee and the Issuer and indemnity satisfactory to both shall be given, the Issuer shall execute, and thereupon the Trustee shall authenticate and deliver, a new Note of like tenor, interest rate, maturity and denomination. The cost of providing any substitute Note under the provisions of Section 2.8 (Replacement Notes) of the Indenture shall be borne by the Holder for whose benefit such substitute Note is provided. If any such mutilated, destroyedlost, lost stolen or stolen Notedestroyed Note shall have matured or be about to mature, a replacement Note the Issuer may, with the consent of the same Class. In connection Trustee, pay to the Holder thereof the principal amount of such Note upon the maturity thereof and compliance with the aforesaid conditions by such Holder, without the issuance of any new a substitute Note under this Sectiontherefor, the Issuer may require payment by and likewise pay to the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note, a bona fide purchaser amount of the original unpaid interest, if any, which would have been paid on a substitute Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note had one been issued. (or such paymentb) from the Person to whom it 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 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 Indenture Trustee in connection therewith. Every replacement substitute Note issued pursuant to this Section in replacement 2.8 (Replacement Notes) of any mutilated, destroyed, lost or stolen Note the Indenture shall constitute an original additional contractual obligation of the Issuer, whether or not the Note alleged to have been 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 proportionally with any and all other Notes of the same Class duly issued hereunder. The under the Indenture. (c) All Notes shall be held and owned upon the express condition that the foregoing provisions of this Section are exclusive and shall preclude (are, to the extent lawful) all other rights and remedies permitted by Applicable Law, exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes, and shall preclude any and all other rights and remedies with respect thereto.

Mutilated, Destroyed, Lost or Stolen Notes. If (i1) any mutilated Note is surrendered to the Indenture Trustee, Note Registrar or the Indenture Trustee Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii2) there is delivered to the Indenture Trustee Note Registrar such security or indemnity as may be required by it the Note Registrar to hold save each of the Issuer Trust, the Owner Trustee, the Initial Purchaser and the Indenture Trustee Note Registrar 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 bona fide purchaser, the Issuer Owner Trustee on behalf of the Trust, acting at the direction of the Certificateholders, shall execute, execute and upon its request delivery of a Trust Request the Indenture Trustee Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement new Note or Notes of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may require payment by the Holder of such Note of tenor and aggregate initial principal amount bearing a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretonumber not contemporaneously outstanding. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen new Note, a bona fide purchaser of the original Note in lieu of which such replacement new Note was issued presents for payment such original Note, the Issuer and the Indenture Trustee Note Registrar, shall be entitled to recover such replacement new Note (or such payment) from the Person person to whom it was delivered or any Person person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Persontherefrom, except a 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 Trust, the Owner Trustee, the Initial Purchaser or the Indenture Trustee Note Registrar in connection therewith. 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 Trust may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. Upon the issuance of any new Note under this Section 2.07, the 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 and any other reasonable expenses (including the fees and expenses of the Trust, the Indenture Trustee or the Note Registrar) connected therewith. Every replacement new Note issued pursuant to this Section 2.07 in replacement lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerTrust, 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 any and all other Notes of the same Class duly issued hereunder. 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 mutilated, destroyed, lost or stolen Notes.