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

Mutilated, Destroyed, Lost or Stolen Notes. (a) If a mutilated Note is surrendered to the Indenture Trustee or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of a Note, then the Issuer will execute and, upon Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none of the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the require­ments of Section 8-405 of the UCC are met. However, if any such destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender of such Note. If a protected purchaser of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for any cost, expense, loss, damage, claim or liability incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement Note under Section 2.5(a), the Issuer may require the Noteholder of such Note to pay an amount sufficient to cover any tax or other governmental charge imposed and any other reasonable expenses incurred in connection with such replacement Note. (c) Each replacement Note issued pursuant to Section 2.5(a) will constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note will be enforceable by anyone and, except as otherwise provided in this Indenture, will be entitled to all the benefits of this Indenture equally and proportionately with all other Notes of the same Class duly issued under this Indenture. (d) The provisions of this Section 2.5 are exclusive and 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 (a) If a 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 a any Note, then the Issuer will execute andand (b) in case of destruction, upon Issuer Requestloss, the or theft there is delivered to Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none of the Issuer, the Note Noteholders, Indenture Trustee and Transfer Agent and Registrar harmless, then, in the absence of notice to Issuer, Transfer Agent and Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, purchaser (as defined in Section 8-303 of the UCC as in effect in the State of Nebraska), Issuer shall execute, and 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 like tenor (iiiincluding the same date of issuance) the require­ments of Section 8-405 of the UCC are met. Howeverand principal amount, bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Note shall have become or within seven (but not a mutilated Note7) is days shall be due and payable within 15 days payable, or has shall have been selected or called for redemption, instead of issuing a replacement Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note when so due or payable or upon pursuant to the Redemption Date without surrender of such Note. If proviso to the preceding sentence, a protected purchaser (as defined in Section 8-303 of the UCC as in effect in the State of Nebraska) of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) therewith. Upon the issuance of any replacement Note under this Section 2.5(a)2.06, the Issuer may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the fees and expenses of Indenture Trustee or Transfer Agent and Registrar) Each connected therewith. Every replacement Note issued pursuant to this Section 2.5(a) will 2.06 in replacement of any mutilated, destroyed, lost or stolen Note shall constitute complete and indefeasible evidence of an original additional contractual obligation of the IssuerTrust, as if originally issued, whether or not the mutilated, destroyed, lost or stolen Note will shall be enforceable by anyone andfound at any time, except as otherwise provided in this Indenture, will and shall be entitled to all the benefits of this the Indenture equally and proportionately with any and all other Notes of the same Class duly issued under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 (a) If a any mutilated Note is surrendered to the Indenture Trustee Transfer Agent and Registrar, or the Indenture Trustee Transfer Agent and Registrar receives evidence to its satisfaction of the destruction, loss or theft of a Note, then any Note and (b) there is delivered to the Issuer will execute and, upon Issuer Request, Transfer Agent and Registrar and the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be reasonably required by it them to hold the Issuer and the Indenture Trustee save each of them harmless, (ii) none of then provided that the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the require­ments requirements of Section 8-405 of the UCC are met. However, the Issuer shall execute and after the Issuer has executed, the Indenture Trustee shall authenticate and (unless the Transfer Agent and Registrar is different from the Indenture Trustee, in which case the Transfer Agent and Registrar shall) deliver (in compliance with applicable law), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note of like tenor and aggregate principal amount; provided, however, that if any such destroyed, lost or stolen Note (Note, but not a mutilated Note) is , shall have become or within seven days shall be due and payable within 15 days or has been called for redemptionpayable, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such Note. If replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a protected purchaser (within the meaning of Section 8-303 of the UCC) of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer Issuer, the Transfer Agent and Registrar and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer Issuer, the Transfer Agent and Registrar or the Indenture Trustee in connection therewith. In connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement new Note under this Section 2.5(a)2.5, the Issuer Indenture Trustee or the Transfer Agent and Registrar may require the Noteholder payment of such Note to pay an amount a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the fees and expenses of the Indenture Trustee and the Transfer Agent and Registrar) Each replacement connected therewith. Any duplicate Note issued pursuant to this Section 2.5(a) will 2.5 shall constitute an original additional contractual obligation of the Issuer, Issuer whether or not the mutilatedlost, destroyed, lost stolen or stolen Note will destroyed note shall be enforceable by anyone and, except as otherwise provided in this Indenture, will be entitled to all the benefits of this Indenture equally and proportionately with all other Notes of the same Class duly issued under this Indenturefound at any time. (d) The provisions of this Section 2.5 are exclusive and 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. Subject to UCC Section 8-405, if (ai) If a 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 a any Note, then the Issuer will execute and, upon Issuer Request, and (ii) there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in Section 8-303 exchange for or in lieu of the UCC and (iii) the require­ments of Section 8-405 of the UCC are met. Howeverany such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note (Note, but not a mutilated Note, shall have become or within seven (7) is days shall be due and payable within 15 days or has been called for redemptionpayable, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such Note. If replacement Note or payment of 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 replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) therewith. Upon the issuance of any replacement Note under this Section 2.5(a)4.03, the Issuer may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the fees and expenses of the Indenture Trustee) Each connected therewith. Every replacement Note issued pursuant to this Section 2.5(a) will 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 will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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. (a) If a (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 a any Note, then the Issuer will execute and, upon Issuer Request, and (ii) there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC UCC, and (iii) provided that the require­ments requirements of Section 8-405 of the UCC are met. However, the Issuer shall execute, and upon Issuer 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; provided, however, that if any such destroyed, lost or stolen Note (Note, but not a mutilated Note, shall have become or within seven (7) is days shall be due and payable within 15 days payable, or has shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such Note. If replacement Note or payment of 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 replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for any cost, expense, loss, damage, claim or liability incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement Note under Section 2.5(a), the Issuer may require the Noteholder of such Note to pay an amount sufficient to cover any tax or other governmental charge imposed and any other reasonable expenses incurred in connection with such replacement Note. (c) Each replacement Note issued pursuant to Section 2.5(a) will constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note will be enforceable by anyone and, except as otherwise provided in this Indenture, will be entitled to all the benefits of this Indenture equally and proportionately with all other Notes of the same Class duly issued under this Indenture. (d) The provisions of this Section 2.5 are exclusive and preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.the

Mutilated, Destroyed, Lost or Stolen Notes. If (ai) If a 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 a any Note, then the Issuer will execute and, upon Issuer Request, and (ii) there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be reasonably required by it to hold the Issuer and, Indenture Trustee, the Administrator, the Owner Trustee and the Indenture Co-Owner Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected bona fide purchaser, as defined in Section 8-303 an Authorized Officer of the UCC and (iii) Owner Trustee, the require­ments of Section 8Co-405 Owner Trustee or the Administrator on behalf of the UCC are met. HoweverIssuer 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; provided, however, that if any such destroyed, lost or stolen Note (Note, but not a mutilated Note) is , shall have become or within seven days shall be due and payable within 15 days payable, or has shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such Note. If replacement Note or payment of a protected 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 replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected bona fide purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) therewith. Upon the issuance of any replacement Note under this Section 2.5(a)2.04, the Issuer may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the fees and expenses of the Indenture Trustee) Each connected therewith. Every replacement Note issued pursuant to this Section 2.5(a) will 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 will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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. Subject to UCC § 8–405, if (ai) If a 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 a any Note, then the Issuer will execute and, upon Issuer Request, and (ii) there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in Section 8-303 exchange for or in lieu of the UCC and (iii) the require­ments of Section 8-405 of the UCC are met. Howeverany such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note (Note, but not a mutilated Note, shall have become or within seven (7) is days shall be due and payable within 15 days or has been called for redemptionpayable, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such Note. If replacement Note or payment of 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 replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) therewith. Upon the issuance of any replacement Note under this Section 2.5(a)4.03, the Issuer may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the fees and expenses of the Indenture Trustee) Each connected therewith. Every replacement Note issued pursuant to this Section 2.5(a) will 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 will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 (ai) If a 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 a any Note, then (ii) there is delivered to the Issuer will execute and, upon Issuer Request, Trustee and the Indenture Trustee will authenticate Insurer (unless an Insurer Default shall have occurred and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (ibe continuing) the Indenture Trustee receives such security or indemnity as may be required by it them to hold the Issuer and the Indenture Trustee harmless, (ii) none of the Issuer, the Note Registrar or Trustee and the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC Insurer harmless and (iii) the require­ments requirements of Section 8-405 of the UCC are met. However, then, in the absence of notice to the Issuer, the Note Registrar or the Trustee that such Note has been acquired by a protected purchaser (as defined in Article 8 of the UCC), the Issuer shall execute and upon its request the 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; provided, however, that if any such destroyed, lost or stolen Note (Note, but not a mutilated Note) is , shall have become or within seven days shall be due and payable within 15 days payable, or has shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such Note. If replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a protected purchaser (as defined in Article 8 of the UCC) of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer Issuer, the Insurer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaserpurchaser (as defined in Article 8 of the UCC), and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment)therewith. (b) Upon the issuance of any replacement Note under Section 2.5(a), the Issuer may require the Noteholder of such Note to pay an amount sufficient to cover any tax or other governmental charge imposed and any other reasonable expenses incurred in connection with such replacement Note. (c) Each replacement Note issued pursuant to Section 2.5(a) will constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note will be enforceable by anyone and, except as otherwise provided in this Indenture, will be entitled to all the benefits of this Indenture equally and proportionately with all other Notes of the same Class duly issued under this Indenture. (d) The provisions of this Section 2.5 are exclusive and 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 (a) If a 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 a any Note, then and (b) in case of destruction, loss or theft there is delivered to the Issuer will execute and, upon Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives Registrar such security or indemnity as may be required by it to hold the Issuer Issuer, the Transferor, the Note Registrar and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Transferor, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined the Issuer shall execute, and the Indenture Trustee shall authenticate and the Note Registrar shall deliver, in Section 8-303 exchange for or in lieu of the UCC any such mutilated, destroyed, lost or stolen Note, a replacement Note of like tenor and (iii) the require­ments of Section 8-405 of the UCC are met. Howeveraggregate principal amount, bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Note shall have become or within seven (but not a mutilated Note7) is days shall be due and payable within 15 days payable, or has shall have been selected or called for redemption, instead of issuing a replacement Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note when so due or payable or upon pursuant to the Redemption Date without surrender of such Note. If proviso to the preceding sentence, a protected purchaser of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer Issuer, the Transferor, the Note Registrar or the Indenture Trustee in connection therewith. In connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement Note under this Section 2.5(a)2.06, the Issuer or the Note Registrar may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the reasonable fees and expenses of the Indenture Trustee or the Note Registrar) Each connected therewith. Any replacement Note issued pursuant to this Section 2.5(a) will constitute an original additional contractual obligation in replacement of the Issuer, whether or not the any mutilated, destroyed, lost or stolen Note will shall constitute complete and indefeasible evidence of a debt of the Issuer, as if originally issued, whether or not the destroyed, lost or stolen Note shall be enforceable by anyone andfound at any time, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 (a) If a any mutilated Note is surrendered to the Indenture Trustee or the Note Registrar, or the Indenture Trustee or the Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of a any Note, then and (b) in case of destruction, loss or theft there is delivered to the Issuer will execute and, upon Issuer RequestIndenture Trustee, the Indenture Trustee will authenticate and deliver a replacement Issuer, the Depositor or the Note of Registrar, as the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives case may be, such security or indemnity as may be required by it to hold the Issuer Issuer, the Depositor, the Note Registrar and the Indenture Trustee harmless, (ii) none then, in the absence of written notice to the Issuer, the Depositor, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a “protected purchaser, ” (as defined in Section 8-303 contemplated by Article 8 of the UCC UCC), the Issuer shall execute, and (iii) upon Issuer Order the require­ments Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of Section 8-405 any such mutilated, destroyed, lost or stolen Note, a replacement Note of the UCC are met. Howeverlike tenor and aggregate principal amount, bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Note shall have become, or within seven (but not a mutilated Note7) is days shall be, due and payable within 15 days payable, or has shall have been selected or called for redemption, instead of issuing a replacement Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note when so due or payable or upon pursuant to the Redemption Date without surrender proviso to the preceding sentence, a “protected purchaser” (as contemplated by Article 8 of such Note. If a protected purchaser the UCC) of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a “protected purchaser” (as contemplated by Article 8 of the UCC), and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection therewith. In connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement Note under this Section 2.5(a)2.06, the Issuer Issuer, the Indenture Trustee or the Note Registrar may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the reasonable fees and expenses of the Indenture Trustee or the Note Registrar) Each connected therewith. Any replacement Note issued pursuant to this Section 2.5(a) will constitute an original additional contractual obligation in replacement of the Issuer, whether or not the any mutilated, destroyed, lost or stolen Note will shall constitute complete and indefeasible evidence of a debt of the Issuer, as if originally issued, whether or not the destroyed, lost or stolen Note shall be enforceable by anyone andfound at any time, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 (ai) If a 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 a any Note, then (ii) there is delivered to the Issuer will execute and, upon Issuer Request, Trustee and the Indenture Trustee will authenticate Insurer (unless an Insurer Default shall have occurred and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (ibe continuing) the Indenture Trustee receives such security or indemnity as may be required by it them to hold the Issuer and the Indenture Trustee harmless, (ii) none of the Issuer, the Note Registrar or Trustee and the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC Insurer harmless and (iii) the require­ments requirements of Section 8-405 of the UCC are met. However, then, in the absence of notice to the Issuer, the Note Registrar or the Trustee that such Note has been acquired by a protected purchaser (as defined in Article 8 of the UCC), the Issuer shall execute and upon its request the 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; provided, however, that if any such destroyed, lost or stolen Note (Note, but not a mutilated Note) is , shall have become or within seven days shall be due and payable within 15 days payable, or has shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such Note. If replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a protected purchaser (as defined in Article 8 of the UCC) of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer Issuer, the Insurer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaserpurchaser (as defined in Article 8 of the UCC), and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) therewith. Upon the issuance of any replacement Note under Section 2.5(a)this Section, the Issuer or the Trustee may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (c) Each replacement Note issued pursuant to Section 2.5(a) will constitute an original additional contractual obligation including the fees and expenses of the Issuer, whether Trustee or not the mutilated, destroyed, lost or stolen Note will be enforceable by anyone and, except as otherwise provided in this Indenture, will be entitled to all the benefits of this Indenture equally and proportionately with all other Notes of the same Class duly issued under this IndentureRegistrar) connected therewith. (d) The provisions of this Section 2.5 are exclusive and 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 a (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 a any Note, then the Issuer will execute and, upon Issuer Request, (ii) there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmlessharmless and (iii) the requirements of Section 8-405 of the UCC are met, (ii) none then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaserProtected Purchaser, as defined the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in Section 8-303 exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the UCC and (iii) the require­ments of Section 8-405 of the UCC are met. Howeversame Class; provided, however, that if any such destroyed, lost or stolen Note (Note, but not a mutilated Note) is , shall have become or within seven days of the Indenture Trustee’s receipt of evidence to its satisfaction of such destruction, loss or theft shall be due and payable within 15 days payable, or has shall have been called for redemptionredemption pursuant to Section 10.01, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. The Indenture Trustee may rely upon the Administrator with respect to the determination of whether the requirements of Section 8-405 of the UCC are met. If, after the delivery of such Note. If replacement Note or payment of a protected purchaser 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 replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will shall be entitled to recover such replacement Note (or such payment) from the Person to whom it such replacement Note was delivered or any Person taking such replacement Note (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaserProtected Purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment)therewith. (b) Upon the issuance of any replacement Note under Section 2.5(a)this Section, the Issuer or the Indenture Trustee may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note(including the fees and expenses of the Indenture Trustee or the Note Registrar) connected therewith. (c) Each Every replacement Note issued pursuant to this Section 2.5(a) will 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 will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenturehereunder. (d) The provisions of this Section 2.5 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 a (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 a any Note, then the Issuer will execute and, upon Issuer Request, and (ii) there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it the Indenture Trustee to hold each of the Issuer and the Indenture Trustee harmless, (ii) none then, in the absence of actual notice to the Issuer, the Note Registrar Issuer or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver upon Issuer Order, in Section 8-303 exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note or Notes of the UCC same tenor and (iii) the require­ments of Section 8-405 of the UCC are met. Howeverprincipal balance bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemptionshall have become subject to receipt of payment in full, instead of issuing a replacement new Note, the Issuer Indenture Trustee may pay make a payment with respect to such Note without surrender thereof, except that any mutilated Note shall be surrendered. If, after the delivery of such new Note or payment with respect to a destroyed, lost or stolen Note when so due or payable or upon pursuant to the Redemption Date without surrender of such Note. If proviso to the preceding sentence, a protected purchaser of the original Note in lieu of which such replacement new Note was issued (or such payment made) presents for payment receipt of payments such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will each of the Issuer and the Indenture Trustee shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim damage or liability cost incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment)therewith. (b) Upon the issuance of any replacement new Note under Section 2.5(a)this Section, the Issuer or the Indenture Trustee may require the Noteholder payment of such Note to pay an amount a sum sufficient to cover any tax or other governmental charge that may be imposed and any other reasonable expenses incurred in connection with such replacement Noterelation thereto. (c) Each replacement Every new Note issued pursuant to this Section 2.5(a) will 2.08 in lieu of any 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 will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenturehereunder. (d) The provisions of this Section 2.5 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. Subject to UCC § 8–405, if (ai) If a 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 a any Note, then the Issuer will execute and, upon Issuer Request, and (ii) there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in Section 8-303 exchange for or in lieu of the UCC and (iii) the require­ments of Section 8-405 of the UCC are met. Howeverany such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note (Note, but not a mutilated Note, shall have become or within seven (7) is days shall be due and payable within 15 days payable, or has shall have been called for redemptionrepurchase, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Repurchase Date without surrender thereof. If, after the delivery of such Note. If replacement Note or payment of 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 replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) therewith. Upon the issuance of any replacement Note under this Section 2.5(a)4.03, the Issuer may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the fees and expenses of the Indenture Trustee) Each connected therewith. Every replacement Note issued pursuant to this Section 2.5(a) will 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 will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 (ai) If a 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 a any Note, then the Issuer will execute and, upon Issuer Request, and (ii) there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a "protected purchaser, " (as defined in Section 8-303 contemplated by Article 8 of the UCC UCC), and (iii) provided that the require­ments requirements of Section 8-405 of the UCC are met. However, the Issuer shall 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; provided that if any such destroyed, lost or stolen Note (Note, but not a mutilated Note) is , shall have become or within seven days shall be due and payable within 15 days payable, or has shall have been called for redemption, instead of issuing a replacement Note, the Issuer may upon delivery of the security or indemnity herein required pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such Note. If replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a "protected purchaser purchaser" (as contemplated by Article 8 of the UCC) of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a "protected purchaser" (as contemplated by Article 8 of the UCC), and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) therewith. Upon the issuance of any replacement Note under this Section 2.5(a)2.5, the Issuer or the Indenture Trustee may require the payment by the Noteholder of such Note to pay an amount a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the fees and expenses of the Indenture Trustee or the Note Registrar) Each connected therewith. Every replacement Note issued pursuant to this Section 2.5(a) will 2.5 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 will be enforceable by anyone and, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 (a) If a any mutilated Investor Note (together, in the case of Bearer Notes, with all unmatured Coupons, if any, appertaining thereto) is surrendered to the Indenture Trustee Transfer Agent and Registrar, or the Indenture Trustee Transfer Agent and Registrar receives evidence to its satisfaction of the destruction, loss or theft of a Note, then any Investor Note and (b) there is delivered to the Issuer will execute and, upon Issuer Request, Transfer Agent and Registrar and the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be reasonably required by it them to hold the Issuer and the Indenture Trustee save each of them harmless, (ii) none of then provided that the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the require­ments requirements of Section 8-405 of the UCC are met. However, the Issuer shall execute and after the Issuer has executed, the Indenture Trustee shall authenticate and (unless the Transfer Agent and Registrar is different from the Indenture Trustee, in which case the Transfer Agent and Registrar shall) deliver (in compliance with applicable law), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Investor Note, a new Investor Note of like tenor and aggregate principal amount; provided, however, that if any such destroyed, lost or stolen Note (Investor Note, but not a mutilated Investor Note) is , shall have become or within seven days shall be due and payable within 15 days or has been called for redemptionpayable, instead of issuing a replacement Investor Note, the Issuer may pay such destroyed, lost or stolen Investor Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such Note. If replacement Investor Note or payment of a protected destroyed, lost or stolen Investor Note pursuant to the proviso to the preceding sentence, a purchaser for value of the original Investor Note in lieu of which such replacement Investor Note was issued (or such payment made) presents for payment such original Investor Note, the Issuer Issuer, the Transfer Agent and Registrar and the Indenture Trustee will shall be entitled to recover such replacement Investor Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Investor Note (or such payment) from such Person to whom such replacement Investor Note (or such payment) was delivered or any assignee of such Person, except a protected purchaserpurchaser for value, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer Issuer, the Transfer Agent and Registrar or the Indenture Trustee in connection therewith. In connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement new Investor Note under this Section 2.5(a)2.5, the Issuer Indenture Trustee or the Transfer Agent and Registrar may require the Noteholder payment of such Note to pay an amount a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the fees and expenses of the Indenture Trustee and the Transfer Agent and Registrar) Each replacement connected therewith. Any duplicate Investor Note issued pursuant to this Section 2.5(a) will 2.5 shall constitute an original additional contractual obligation of the Issuer, Issuer whether or not the mutilatedlost, destroyed, lost stolen or stolen Note will destroyed note shall be enforceable by anyone and, except as otherwise provided in this Indenture, will be entitled to all the benefits of this Indenture equally and proportionately with all other Notes of the same Class duly issued under this Indenturefound at any time. (d) The provisions of this Section 2.5 are exclusive and 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 a mutilated Note is surrendered to the Indenture Trustee or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of a Note, then the Issuer will execute and, upon Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none of the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the require­ments require-ments of Section 8-405 of the UCC are met. However, if any such destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender of such Note. If a protected purchaser of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for any cost, expense, loss, damage, claim or liability incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement Note under Section 2.5(a), the Issuer may require the Noteholder of such Note to pay an amount sufficient to cover any tax or other governmental charge imposed and any other reasonable expenses incurred in connection with such replacement Note. (c) Each replacement Note issued pursuant to Section 2.5(a) will constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note will be enforceable by anyone and, except as otherwise provided in this Indenture, will be entitled to all the benefits of this Indenture equally and proportionately with all other Notes of the same Class duly issued under this Indenture. (d) The provisions of this Section 2.5 are exclusive and 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 a mutilated Note is surrendered to the Indenture Trustee or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of a Note, then the Issuer will execute and, upon Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such the Note so long as (i) the Indenture Trustee receives such the security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none of the Issuer, the Note Registrar or the Indenture Trustee have received notice that such the Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the require­ments requirements of Section 8-405 of the UCC are met. However, if any such destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemption, instead of issuing a replacement Note, the Issuer may pay such the destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender of such the Note. If a protected purchaser of the original Note in lieu of which such the replacement Note was issued (or such payment made) presents for payment such the original Note, the Issuer and the Indenture Trustee will be entitled to recover such the replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such the replacement Note (or such payment) from such the Person to whom such the replacement Note (or such payment) was delivered or any assignee of such the Person, except a protected purchaser, and will be entitled to recover upon the security or indemnity provided for such the replacement Note (or such payment) for any cost, expense, loss, damage, claim or liability incurred by the Issuer or the Indenture Trustee in connection with such for the replacement Note (or such payment). (b) Upon the issuance of any replacement Note under Section 2.5(a), the Issuer may require the Noteholder of such the Note to pay an amount sufficient to cover any tax or other governmental charge imposed and any other reasonable expenses incurred in connection with such for the replacement Note. (c) Each replacement Note issued pursuant to under Section 2.5(a) will constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note will be enforceable by anyone and, except as otherwise provided in this Indenture, will be entitled to all the benefits of this Indenture equally and proportionately with all other Notes of the same Class duly issued under this Indenture. (d) The provisions of this This Section 2.5 are is exclusive and preclude precludes (to the extent lawful) all other rights and remedies with respect to for the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (a) If a any mutilated Investor Note (together, in the case of Bearer Notes, with all unmatured Coupons, if any, appertaining thereto) is surrendered to the Indenture Trustee Transfer Agent and Registrar, or the Indenture Trustee Transfer Agent and Registrar receives evidence to its satisfaction of the destruction, loss or theft of a Note, then any Investor Note and (b) there is delivered to the Issuer will execute and, upon Issuer Request, Transfer Agent and Registrar and the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be reasonably required by it them to hold the Issuer and the Indenture Trustee save each of them harmless, (ii) none of then provided that the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the require­ments requirements of Section 8-405 of the UCC are met. However, the Issuer shall execute and after the Issuer has executed, the Indenture Trustee shall authenticate and (unless the Transfer Agent and Registrar is different from the Indenture Trustee, in which case the Transfer Agent and Registrar shall) deliver (in compliance with applicable law), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Investor Note, a new Investor Note of like tenor and aggregate principal amount; provided, however, that if any such destroyed, lost or stolen Note (Investor Note, but not a mutilated Investor Note) is , shall have become or within seven days shall be due and payable within 15 days or has been called for redemptionpayable, instead of issuing a replacement Investor Note, the Issuer may pay such destroyed, lost or stolen Investor Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such Note. If replacement Investor Note or payment of a destroyed, lost or stolen Investor Note pursuant to the proviso to the preceding sentence, a protected purchaser (within the meaning of Section 8-303 of the UCC) of the original Investor Note in lieu of which such replacement Investor Note was issued (or such payment made) presents for payment such original Investor Note, the Issuer Issuer, the Transfer Agent and Registrar and the Indenture Trustee will shall be entitled to recover such replacement Investor Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Investor Note (or such payment) from such Person to whom such replacement Investor Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer Issuer, the Transfer Agent and Registrar or the Indenture Trustee in connection therewith. In connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement new Investor Note under this Section 2.5(a)2.5, the Issuer Indenture Trustee or the Transfer Agent and Registrar may require the Noteholder payment of such Note to pay an amount a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the fees and expenses of the Indenture Trustee and the Transfer Agent and Registrar) Each replacement connected therewith. Any duplicate Investor Note issued pursuant to this Section 2.5(a) will 2.5 shall constitute an original additional contractual obligation of the Issuer, Issuer whether or not the mutilatedlost, destroyed, lost stolen or stolen Note will destroyed note shall be enforceable by anyone and, except as otherwise provided in this Indenture, will be entitled to all the benefits of this Indenture equally and proportionately with all other Notes of the same Class duly issued under this Indenturefound at any time. (d) The provisions of this Section 2.5 are exclusive and 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 a (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 a any Note, then the Issuer will execute and, upon Issuer Request, and (ii) there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it the Indenture Trustee to hold each of the Issuer and the Indenture Trustee harmless, (ii) none then, in the absence of actual notice to the Issuer, the Note Registrar Issuer or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver upon an Issuer Order, in Section 8-303 exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a new Note or Notes of the UCC same tenor and (iii) the require­ments of Section 8-405 of the UCC are met. HoweverClass and principal balance bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemptionshall have become subject to receipt of payment in full, instead of issuing a replacement new Note, the Issuer Indenture Trustee may pay make a payment with respect to such Note without surrender thereof, except that any mutilated Note shall be surrendered. If, after the delivery of such new Note or payment with respect to a destroyed, lost or stolen Note when so due or payable or upon pursuant to the Redemption Date without surrender of such Note. If proviso to the preceding sentence, a protected purchaser of the original Note in lieu of which such replacement new Note was issued (or such payment made) presents for payment receipt of payments such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will each of the Issuer and the Indenture Trustee shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim damage or liability cost incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment)therewith. (b) Upon the issuance of any replacement new Note under this Section 2.5(a)2.09, the Issuer or the Indenture Trustee may require the Noteholder payment of such Note to pay an amount a sum sufficient to cover any tax Tax or other governmental charge that may be imposed and any other reasonable expenses incurred in connection with such replacement Noterelation thereto. (c) Each replacement Every new Note issued pursuant to this Section 2.5(a) will 2.09 in lieu of any 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 will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenturehereunder. (d) The provisions of this Section 2.5 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 (ai) If a 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 a any Note, then the Issuer will execute and, upon Issuer Request, and (ii) there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in Section 8-303 exchange for or in lieu of the UCC and (iii) the require­ments of Section 8-405 of the UCC are met. However, if any such mutilated, destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemption, instead of issuing a replacement NoteNote of the same Class. In connection with the issuance of any new Note under this Section 2.05, the Issuer may pay 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 when so due or payable or upon the Redemption Date without surrender of such Note. If , a protected purchaser of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement Note under Section 2.5(a), the Issuer may require the Noteholder of such Note to pay an amount sufficient to cover any tax or other governmental charge imposed and any other reasonable expenses incurred in connection with such replacement Note. (c) Each therewith. Every replacement Note issued pursuant to this Section 2.5(a) will 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 will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 (ai) If a any mutilated Note is surrendered to the Indenture Trustee Trustee, or the Indenture Trustee receives evidence to its reasonable satisfaction of the destruction, loss or theft of a any Note, then the Issuer will execute andand (ii) in case of destruction, upon Issuer Requestloss, or theft there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer Issuer, the Noteholders, the Transfer Agent, the Registrar and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Note Transfer Agent and Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaserProtected Purchaser, as defined the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, in Section 8-303 exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of like tenor (including the UCC same date of issuance) and (iii) the require­ments of Section 8-405 of the UCC are met. Howeverprincipal amount, bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Note (but not a mutilated Note) is shall have become or within seven days shall be due and payable within 15 days payable, or has shall have been selected or called for redemption, instead of issuing a replacement Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note when so due or payable or upon pursuant to the Redemption Date without surrender of such Note. If proviso to the preceding sentence, a protected purchaser Protected Purchaser of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaserProtected Purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) therewith. Upon the issuance of any replacement Note under Section 2.5(a)this Section, the Issuer may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the fees and expenses of the Indenture Trustee or the Transfer Agent and Registrar) Each connected therewith. Every replacement Note issued pursuant to this Section 2.5(a) will in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation complete and indefeasible evidence of debt of the IssuerTrust, as if originally issued, whether or not the mutilated, destroyed, lost or stolen Note will shall be enforceable by anyone andfound at any time, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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. Subject to UCC § 8-405, if (ai) If a 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 a any Note, then the Issuer will execute and, upon Issuer Request, and (ii) there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in Section 8-303 exchange for or in lieu of the UCC and (iii) the require­ments of Section 8-405 of the UCC are met. Howeverany such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note (Note, but not a mutilated Note, shall have become or within seven (7) is days shall be due and payable within 15 days or has been called for redemptionpayable, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such Note. If replacement Note or payment of 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 replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) therewith. Upon the issuance of any replacement Note under this Section 2.5(a)4.03, the Issuer may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the fees and expenses of the Indenture Trustee) Each connected therewith. Every replacement Note issued pursuant to this Section 2.5(a) will 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 will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 (ai) If a 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 a any Note, then the Issuer will execute and, upon Issuer Request, and (ii) there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in Section 8-303 exchange for or in lieu of the UCC and (iii) the require­ments of Section 8-405 of the UCC are met. However, if any such mutilated, destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemption, instead of issuing a replacement NoteNote of the same Class. In connection with the issuance of any new Note under this Section 2.05, the Issuer may pay 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 when so due or payable or upon the Redemption Date without surrender of such Note. If , a protected purchaser of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was 5 (Nissan 2015-A Indenture) delivered or any Person taking such replacement Note (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement Note under Section 2.5(a), the Issuer may require the Noteholder of such Note to pay an amount sufficient to cover any tax or other governmental charge imposed and any other reasonable expenses incurred in connection with such replacement Note. (c) Each therewith. Every replacement Note issued pursuant to this Section 2.5(a) will 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 will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 (a) If a any mutilated Note is surrendered to the Indenture Trustee or the Note Registrar, or the Indenture Trustee or the Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of a any Note, then the Issuer will execute andand (b) in case of destruction, upon Issuer Request, loss or theft there is delivered to the Indenture Trustee will authenticate and deliver a replacement or the Note of Registrar, as the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives case may be, such security or indemnity as may be required by it to hold the Issuer Issuer, the Depositor, the Note Registrar and the Indenture Trustee harmless, (ii) none then, in the absence of written notice to the Issuer, the Depositor, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a “protected purchaser, ” (as defined in Section 8-303 contemplated by Article 8 of the UCC UCC), the Issuer shall execute, and (iii) upon Issuer Order the require­ments Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of Section 8-405 any such mutilated, destroyed, lost or stolen Note, a replacement Note of the UCC are met. Howeverlike tenor and aggregate principal amount, bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Note shall have become or within seven (but not a mutilated Note7) is days shall be due and payable within 15 days payable, or has shall have been selected or called for redemption, instead of issuing a replacement Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note when so due or payable or upon pursuant to the Redemption Date without surrender proviso to the preceding sentence, a “protected purchaser” (as contemplated by Article 8 of such Note. If a protected purchaser the UCC) of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a “protected purchaser” (as contemplated by Article 8 of the UCC), and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection therewith. In connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement Note under this Section 2.5(a)2.06, the Issuer Issuer, the Indenture Trustee or the Note Registrar may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the reasonable fees and expenses of the Indenture Trustee or the Note Registrar) Each connected therewith. Any replacement Note issued pursuant to this Section 2.5(a) will constitute an original additional contractual obligation in replacement of the Issuer, whether or not the any mutilated, destroyed, lost or stolen Note will shall constitute complete and indefeasible evidence of a debt of the Issuer, as if originally issued, whether or not the destroyed, lost or stolen Note shall be enforceable by anyone andfound at any time, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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. (a) If a (i) any mutilated Note (together, in the case of Bearer Notes, with all unmatured Coupons, if any, appertaining thereto) is surrendered to the Indenture Trustee Transfer Agent and Registrar, or the Indenture Trustee Transfer Agent and Registrar receives evidence to its satisfaction of the destruction, loss or theft of a any Note, then and (ii) there is delivered to the Issuer will execute and, upon Issuer Request, Transfer Agent and Registrar and the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it them to hold the Issuer Transfer Agent and Registrar and the Indenture Trustee harmlessharmless then, (ii) none in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected bona fide purchaser, as defined in Section 8-303 of and provided that the UCC and (iii) the require­ments requirements of Section 8-405 of the UCC (which generally permit the Issuer to impose reasonable requirements) are met. Howevermet then, the Issuer shall execute and the Trustee shall authenticate and (unless the Transfer Agent and Registrar is different from the Trustee, in which case the Transfer Agent and Registrar shall) deliver (in compliance with applicable law), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of like tenor and aggregate principal balance; provided, however, that if any such destroyed, lost or stolen Note (Note, but not a mutilated Note) is , shall have become or within seven days shall be due and payable within 15 days or has shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such Note. If replacement Note or payment of a protected destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a bona fide purchaser for value of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaserbona fide purchaser for value, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment)therewith. (b) Upon the issuance of any replacement Note under this Section 2.5(a)2.10, the Issuer Transfer Agent and Registrar or the Trustee may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note(including the fees and expenses of the Trustee and the Transfer Agent and Registrar) connected therewith. (c) Each Any duplicate Note issued pursuant to this Section 2.10 shall constitute complete and indefeasible evidence of contractual debt obligation of the Issuer, as if originally issued, whether or not the lost, stolen or destroyed Note shall be found at any time. (d) Every replacement Note issued pursuant to this Section 2.5(a) will 2.10 in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation Contractual Obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note will shall be at any time enforceable by anyone and, except as otherwise provided in this Indenture, will 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 under this Indenturehereunder. (de) The provisions of this Section 2.5 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 Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (ai) If a 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 a any Note, then the Issuer will execute and, upon Issuer Request, and (ii) there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in Section 8-303 exchange for or in lieu of the UCC and (iii) the require­ments of Section 8-405 of the UCC are met. However, if any such mutilated, destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemption, instead of issuing a replacement NoteNote of the same Class. In connection with the issuance of any new Note under this Section 2.05, the Issuer may pay 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 when so due or payable or upon the Redemption Date without surrender of such Note. If , a protected purchaser of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was 5 (Nissan 2013-C Indenture) delivered or any Person taking such replacement Note (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement Note under Section 2.5(a), the Issuer may require the Noteholder of such Note to pay an amount sufficient to cover any tax or other governmental charge imposed and any other reasonable expenses incurred in connection with such replacement Note. (c) Each therewith. Every replacement Note issued pursuant to this Section 2.5(a) will 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 will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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. (a) If a mutilated Note is surrendered to the Indenture Trustee Registrar or if the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft Holder of a NoteNote claims that the Note has been lost, then destroyed or wrongfully taken, the Issuer will execute and, upon Issuer Request, shall issue and the Indenture Trustee will shall authenticate and deliver a replacement Note if the requirements of Section 8-405 of the same Class UCC are met, such that the Holder (a) satisfies the Issuer and principal amount in exchange for the Trustee that such Note has been lost, destroyed or in lieu 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 so long being acquired by a protected purchaser as defined in Section 8-303 of the UCC (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee; provided, however, if after the delivery of such replacement Note, a protected purchaser of the Note for which such replacement Note was issued presents for payment or registration such replaced Note, the Trustee and/or the Issuer shall be entitled to recover such replacement Note from the Person to whom it was issued and delivered or any Person taking therefrom, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Trustee in connection therewith. Such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold protect the Issuer Trustee and the Indenture Trustee harmless, (ii) none of 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 Registrar is replaced, and, in the absence of notice to the Issuer, any Guarantor or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined the Issuer shall execute, and upon receipt of an Issuer Order, the Trustee shall authenticate and make available for delivery, in Section 8-303 exchange for any such mutilated Note or in lieu of the UCC and (iii) the require­ments of Section 8-405 of the UCC are met. However, if any such destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemption, instead of issuing a replacement Note, the Issuer may pay 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 when so has become or is about to become due or payable or upon and payable, the Redemption Date without surrender Issuer in its discretion may, instead of issuing a new Note, pay such Note. If a protected purchaser of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for any cost, expense, loss, damage, claim or liability incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement new Note under this Section 2.5(a)2.7, the Issuer may require the Noteholder of that such Note to Holder pay an amount a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred (including the fees and expenses of counsel and of the Trustee) in connection with such replacement Note. (c) Each replacement therewith. Subject to the proviso in the initial paragraph of this Section 2.7, every new Note issued pursuant to this Section 2.5(a) will 2.7, in 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 will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 2.7 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 (ai) If a any mutilated Note is surrendered to the Indenture Trustee Collateral Agent, or the Indenture Trustee Collateral Agent receives evidence to its satisfaction of the destruction, loss or theft of a any Note, then and (ii) there is delivered to the Issuer will execute and, upon Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives Collateral Agent such security or indemnity as may be required by it to hold the Issuer Debtor and the Indenture Trustee Collateral Agent harmless, (ii) none then, in the absence of notice to the IssuerDebtor, the Note Registrar or the Indenture Trustee have received notice Collateral Agent that such Note has been acquired by a protected bona fide purchaser, as defined in Section 8-303 of and provided that the UCC and (iii) the require­ments requirements of Section 8-405 of the UCC are met. However, the Debtor shall execute and upon its request the Collateral Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note (Note, but not a mutilated Note, shall have become or within seven (7) is days shall be due and payable within 15 days or has been called for redemptionpayable, instead of issuing a replacement Note, the Issuer Debtor may direct the Collateral Agent, in writing, to pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such Note. If replacement Note or payment of a protected 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 replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer Debtor and the Indenture Trustee will Collateral Agent 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected bona fide purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer Debtor or the Indenture Trustee Collateral Agent in connection with such replacement Note (or such payment). (b) therewith. Upon the issuance of any replacement Note under this Section 2.5(a)1.7, the Issuer Debtor may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the fees and expenses of the Collateral Agent) Each connected therewith. Every replacement Note issued pursuant to this Section 2.5(a) will 1.7 in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerDebtor, whether or not the mutilated, destroyed, lost or stolen Note will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will and shall be entitled to all the benefits of this Indenture Security Agreement equally and proportionately with any and all other Notes of the same Class duly issued under this Indenture. (d) hereunder. The provisions of this Section 2.5 1.7 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 (ai) If a 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 a any Note, then the Issuer will execute and, upon Issuer Request, and (ii) there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in Section 8-303 exchange for or in lieu of the UCC and (iii) the require­ments of Section 8-405 of the UCC are met. However, if any such mutilated, destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemption, instead of issuing a replacement NoteNote of the 6 (NAROT 2017-B Indenture) same Class. In connection with the issuance of any new Note under this Section 2.05, the Issuer may pay 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 when so due or payable or upon the Redemption Date without surrender of such Note. If , a protected purchaser of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement Note under Section 2.5(a), the Issuer may require the Noteholder of such Note to pay an amount sufficient to cover any tax or other governmental charge imposed and any other reasonable expenses incurred in connection with such replacement Note. (c) Each therewith. Every replacement Note issued pursuant to this Section 2.5(a) will 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 will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 (a) If a any mutilated Note (together, in the case of Bearer Notes, with all unmatured Coupons (if any) appertaining thereto) 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 a any Note, then and (b) in case of destruction, loss or theft there is delivered to the Issuer will execute and, upon Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives Registrar such security or indemnity as may be required by it to hold the Issuer Issuer, the Note Registrar and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a "protected purchaser, " (as defined in Section 8-303 the New York Uniform Commercial Code), the Issuer shall execute, and the Indenture Trustee shall authenticate and the Note Registrar shall deliver (in the case of Bearer Notes, outside the UCC United States), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of like tenor and (iii) the require­ments of Section 8-405 of the UCC are met. Howeveraggregate principal amount, bearing a number not contemporaneously outstanding; PROVIDED, HOWEVER, that if any such mutilated, destroyed, lost or stolen Note (but not a mutilated Note) is shall have become or within seven days shall be due and payable within 15 days payable, or has shall have been selected or called for redemption, instead of issuing a replacement Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note when so due or payable or upon pursuant to the Redemption Date without surrender of such Note. If proviso to the preceding sentence, a "protected purchaser purchaser" (as defined in the New York Uniform Commercial Code) of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a "protected purchaser, " (as defined in the New York Uniform Commercial Code) and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection therewith. In connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement Note under Section 2.5(a)this SECTION 2.06, the Issuer or the Note Registrar may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the reasonable fees and expenses of the Indenture Trustee or the Note Registrar) Each connected therewith. Any replacement Note issued pursuant to this Section 2.5(a) will constitute an original additional contractual obligation in replacement of the Issuer, whether or not the any mutilated, destroyed, lost or stolen Note will shall constitute complete and indefeasible evidence of a debt of the Issuer, as if originally issued, whether or not the destroyed, lost or stolen Note shall be enforceable by anyone andfound at any time, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 (ai) If a 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 a any Note, then the Issuer will execute and, upon Issuer Request, and (ii) there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in Section 8-303 exchange for or in lieu of the UCC and (iii) the require­ments of Section 8-405 of the UCC are met. However, if any such mutilated, destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemption, instead of issuing a replacement NoteNote of the 5 (NAROT 2016-B Indenture) same Class. In connection with the issuance of any new Note under this Section 2.05, the Issuer may pay 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 when so due or payable or upon the Redemption Date without surrender of such Note. If , a protected purchaser of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement Note under Section 2.5(a), the Issuer may require the Noteholder of such Note to pay an amount sufficient to cover any tax or other governmental charge imposed and any other reasonable expenses incurred in connection with such replacement Note. (c) Each therewith. Every replacement Note issued pursuant to this Section 2.5(a) will 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 will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 (ai) If a 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 a any Note, then the Issuer will execute and, upon Issuer Request, and (ii) there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in Section 8-303 exchange for or in lieu of the UCC and (iii) the require­ments of Section 8-405 of the UCC are met. However, if any such mutilated, destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemption, instead of issuing a replacement NoteNote of the same Class. In connection with the issuance of any new Note under this Section 2.05, the Issuer may pay 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 (NAROT 2016-C Indenture) If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender of such Note. If , a protected purchaser of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement Note under Section 2.5(a), the Issuer may require the Noteholder of such Note to pay an amount sufficient to cover any tax or other governmental charge imposed and any other reasonable expenses incurred in connection with such replacement Note. (c) Each therewith. Every replacement Note issued pursuant to this Section 2.5(a) will 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 will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 (ai) If a 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 a any Note, then the Issuer will execute and, upon Issuer Request, and (ii) there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in Section 8-303 exchange for or in lieu of the UCC and (iii) the require­ments of Section 8-405 of the UCC are met. However, if any such mutilated, destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemption, instead of issuing a replacement NoteNote of the same Class. In connection with the issuance of any new Note under this Section 2.05, the Issuer may pay 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 when so due or payable or upon the Redemption Date without surrender of such Note. If , a protected purchaser of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was 5 (Nissan 2014-A Indenture) delivered or any Person taking such replacement Note (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement Note under Section 2.5(a), the Issuer may require the Noteholder of such Note to pay an amount sufficient to cover any tax or other governmental charge imposed and any other reasonable expenses incurred in connection with such replacement Note. (c) Each therewith. Every replacement Note issued pursuant to this Section 2.5(a) will 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 will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 (ai) If a 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 a any Note, then the Issuer will execute and, upon Issuer Request, and (ii) there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in Section 8-303 exchange for or in lieu of the UCC and (iii) the require­ments of Section 8-405 of the UCC are met. However, if any such mutilated, destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemption, instead of issuing a replacement NoteNote of the same Class. In connection with the issuance of any new Note under this Section 2.05, the Issuer may pay 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 when so due or payable or upon the Redemption Date without surrender of such Note. If , a protected purchaser of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will shall be 5 (Nissan 2014-B Indenture) entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement Note under Section 2.5(a), the Issuer may require the Noteholder of such Note to pay an amount sufficient to cover any tax or other governmental charge imposed and any other reasonable expenses incurred in connection with such replacement Note. (c) Each therewith. Every replacement Note issued pursuant to this Section 2.5(a) will 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 will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 (a) If a any mutilated Note is surrendered to the Indenture Trustee or the Note Registrar, or the Indenture Trustee or the Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of a any Note, then and (b) in case of destruction, loss or theft there is delivered to the Issuer will execute and, upon Issuer RequestIndenture Trustee, the Indenture Trustee will authenticate and deliver a replacement Issuer, the Depositor or the Note of Registrar, as the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives case may be, such security or indemnity as may be required by it to hold the Issuer Issuer, the Depositor, the Note Registrar and the Indenture Trustee harmless, (ii) none then, in the absence of written notice to the Issuer, the Depositor, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a “protected purchaser, ” (as defined in Section 8-303 contemplated by Article 8 of the UCC UCC), the Issuer shall execute, and (iii) upon Issuer Order the require­ments Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of Section 8-405 any such mutilated, destroyed, lost or stolen Note, a replacement Note of the UCC are met. Howeverlike tenor and aggregate principal amount, bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Note shall have become or within seven (but not a mutilated Note7) is days shall be due and payable within 15 days payable, or has shall have been selected or called for redemption, instead of issuing a replacement Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note when so due or payable or upon pursuant to the Redemption Date without surrender proviso to the preceding sentence, a “protected purchaser” (as contemplated by Article 8 of such Note. If a protected purchaser the UCC) of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a “protected purchaser” (as contemplated by Article 8 of the UCC), and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection therewith. In connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement Note under this Section 2.5(a)2.05, the Issuer Issuer, the Indenture Trustee or the Note Registrar may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the reasonable fees and expenses of the Indenture Trustee or the Note Registrar and their respective counsel) Each connected therewith. Any replacement Note issued pursuant to this Section 2.5(a) will constitute an original additional contractual obligation in replacement of the Issuer, whether or not the any mutilated, destroyed, lost or stolen Note will shall constitute complete and indefeasible evidence of a debt of the Issuer, as if originally issued, whether or not the destroyed, lost or stolen Note shall be enforceable by anyone andfound at any time, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 (ai) If a 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 a any Note, then the Issuer will execute and, upon Issuer Request, and (ii) there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in Section 8-303 exchange for or in lieu of the UCC and (iii) the require­ments of Section 8-405 of the UCC are met. However, if any such mutilated, destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemption, instead of issuing a replacement NoteNote of the same Class. In connection with the issuance of any new Note under this Section 2.05, the Issuer may pay 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 (NAROT 2016-A Indenture) If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender of such Note. If , a protected purchaser of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement Note under Section 2.5(a), the Issuer may require the Noteholder of such Note to pay an amount sufficient to cover any tax or other governmental charge imposed and any other reasonable expenses incurred in connection with such replacement Note. (c) Each therewith. Every replacement Note issued pursuant to this Section 2.5(a) will 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 will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 (ai) If a 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 a any Note, then the Issuer will execute and, upon Issuer Request, and (ii) there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver, in Section 8-303 exchange for or in lieu of the UCC and (iii) the require­ments of Section 8-405 of the UCC are met. However, if any such mutilated, destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemption, instead of issuing a replacement NoteNote of the 5 (NAROT 2017-A Indenture) same Class. In connection with the issuance of any new Note under this Section 2.05, the Issuer may pay 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 when so due or payable or upon the Redemption Date without surrender of such Note. If , a protected purchaser of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement Note under Section 2.5(a), the Issuer may require the Noteholder of such Note to pay an amount sufficient to cover any tax or other governmental charge imposed and any other reasonable expenses incurred in connection with such replacement Note. (c) Each therewith. Every replacement Note issued pursuant to this Section 2.5(a) will 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 will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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. (a) If a If: (i) any mutilated Note is surrendered to the Indenture Trustee or the Indenture Trustee receives evidence to its reasonable satisfaction of the destruction, loss or theft of a Note, then the Issuer will execute any Note and, upon Issuer Request, (ii) there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer Issuer, the Noteholders and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Note Transfer Agent and Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected bona fide purchaser, as defined the Issuer will execute, and the Indenture Trustee will authenticate and deliver, in Section 8-303 exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of like tenor (including the UCC same date of issuance) and (iii) the require­ments of Section 8-405 of the UCC are met. Howeverprincipal amount, bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Note (but not a mutilated Note) is has become or within seven days will be due and payable within 15 days payable, or has been selected or called for redemption, instead of issuing a replacement Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note will be surrendered. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note when so due or payable or upon pursuant to the Redemption Date without surrender of such Note. If proviso to the preceding sentence, a protected bona fide purchaser of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected bona fide purchaser, and will be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with therewith. The Indenture Trustee may rely upon, and will be fully protected in relying upon, the Issuer's execution of a new Note as proof of the Issuer's failure to receive any notice that such replacement lost or stolen Note (or such payment)was acquired by a bona fide purchaser. (b) Upon the issuance of any replacement Note under Section 2.5(a)this Section, the Issuer may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note(including the fees and expenses of the Indenture Trustee or the Transfer Agent and Registrar) connected therewith. (c) Each Every replacement Note issued pursuant to this Section 2.5(a) in replacement of any mutilated, destroyed, lost or stolen Note will constitute complete and indefeasible evidence of an original additional contractual obligation of the Issuer, as if originally issued, whether or not the mutilated, destroyed, lost or stolen Note will be enforceable by anyone andis found at any time, except as otherwise provided in this Indenture, and will be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued under this Indenturehereunder. (d) The provisions of this Section 2.5 are exclusive and 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 (ai) If a 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 a any Note, then the Issuer will execute and, upon Issuer Request, and (ii) there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a “protected purchaser, ” (as defined in Section 8-303 contemplated by Article Eight of the UCC UCC), the Issuer shall execute, and (iii) upon its request the require­ments Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of Section 8-405 of the UCC are met. However, if any such mutilated, destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemption, instead of issuing a replacement NoteNote of the same Class. In connection with the issuance of any new Note under this Section, the Issuer may pay 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 when so due or payable or upon Note, a “protected purchaser” (as contemplated by Article Eight of the Redemption Date without surrender of such Note. If a protected purchaser UCC) of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a “protected purchaser” (as contemplated by Article Eight of the UCC), and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement Note under Section 2.5(a), the Issuer may require the Noteholder of such Note to pay an amount sufficient to cover any tax or other governmental charge imposed and any other reasonable expenses incurred in connection with such replacement Note. (c) Each therewith. Every replacement Note issued pursuant to this Section 2.5(a) will 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 will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 a (i) any mutilated Note is surrendered to the Indenture Trustee Issuer (with a copy to the Transfer Agent), or the Indenture Trustee receives Issuer and the Transfer Agent receive evidence to its their satisfaction of the destruction, loss or theft of a any Note, then and (ii) there is delivered to the Issuer will execute and, upon Issuer Request, and the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives Transfer Agent such security or indemnity as may may, in their sole discretion, be required by it them to hold the Issuer and the Indenture Trustee harmlessTransfer Agent harmless then, (ii) none in the absence of written notice to the Issuer, the Note Registrar Issuer or the Indenture Trustee have received notice Transfer Agent that such Note has been acquired by a protected purchaser, as defined in Section 8-303 of and provided that the UCC and (iii) the require­ments requirements of Section 8-405 of the UCC (which generally permit the Issuer to impose reasonable requirements) are met. However, if then the Issuer shall execute and deliver (in compliance with Applicable Law), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemptionpursuant to the proviso to the preceding sentence, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender of such Note. If a protected purchaser of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment)therewith. (b) Upon the issuance of any replacement Note under Section 2.5(a)this Section, the Issuer may require the Noteholder payment by the related Purchaser of such Note to pay an amount a sum sufficient to cover any tax Tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Noteconnected therewith. (c) Each Every replacement Note issued pursuant to this Section 2.5(a) will in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerIssuer Obligation, whether or not the mutilated, destroyed, lost or stolen Note will shall be at any time enforceable by anyone and, except as otherwise provided in this Indenture, will and shall be entitled to all the benefits of this Indenture Agreement equally and proportionately with any and all other Notes of the same Class duly issued under this Indenturehereunder. (d) The provisions of this Section 2.5 are exclusive and 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 (ai) If a 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 a Note, then the Issuer will execute and, upon Issuer Request, any Note and (ii) there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer Issuer, the Owner Trustee and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the IssuerOwner Trustee, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a "protected purchaser, " (as defined in Section 8-303 contemplated by Article Eight of the UCC UCC), and (iii) provided that the require­ments requirements of Section 8-405 of the UCC are met. However, the Owner Trustee shall execute, on behalf of the Issuer, and upon receipt of a Issuer 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; provided, however, that if any such destroyed, lost or stolen Note (but not a mutilated Note) is shall have become or within seven days shall become due and payable within 15 days payable, or has shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without the surrender thereof. If, after the delivery of such Note. If replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a "protected purchaser purchaser" (as contemplated by Article Eight of the UCC) of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was Indenture delivered or any assignee of such Person, except a "protected purchaser" (as contemplated by Article Eight of the UCC), and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) therewith. Upon the issuance of any replacement Note under Section 2.5(a)this Section, the Issuer or the Indenture Trustee may require the payment by the related Noteholder of such Note to pay an amount a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the fees and expenses of the Indenture Trustee or the Note Registrar) Each connected therewith. Every replacement Note issued pursuant to this Section 2.5(a) will 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 will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 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 Uniform Commercial Code are met, such that the Holder (a) satisfies the Company or the 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 protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee; provided, however, if after the delivery of such replacement Note, a protected purchaser of the Note for which such replacement Note was issued presents for payment or registration such replaced Note, the Trustee or the Indenture Trustee receives evidence Company shall be entitled to its satisfaction of the destruction, loss or theft of a Note, then the Issuer will execute and, upon Issuer Request, the Indenture Trustee will authenticate and deliver a recover such replacement Note of from the same Class Person to whom it was issued and principal amount in exchange for delivered or in lieu of such Note so long as (i) any Person taking therefrom, except a protected purchaser, and shall be entitled to recover upon the Indenture Trustee receives such security or indemnity as may be required provided therefor to the extent of any loss, damage, cost or expense incurred by it to hold the Issuer Company or the Trustee in connection therewith. Such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Indenture Trustee harmless, (ii) none of to protect the IssuerCompany, the Trustee, the Paying Agent and the Registrar from any loss which any of them may suffer if a Note Registrar is replaced, and, in the absence of notice to the Company, any Guarantor or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined the Company shall execute, and upon receipt of a Company Order the Trustee shall authenticate and make available for delivery, in Section 8-303 exchange for any such mutilated Note or in lieu of the UCC and (iii) the require­ments of Section 8-405 of the UCC are met. However, if any such destroyed, lost or stolen wrongfully taken Note, a new Note (but of like tenor and principal amount, bearing a number not a mutilated Note) contemporaneously outstanding. In case any such mutilated, destroyed, lost or wrongfully taken Note has become or is about to become due and payable within 15 days or has been called for redemptionpayable, the Company in its discretion may, instead of issuing a replacement new Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender of such Note. If a protected purchaser of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for any cost, expense, loss, damage, claim or liability incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement new Note under this Section 2.5(a)2.10, the Issuer Company may require the Noteholder of that such Note to Holder pay an amount a sum sufficient to cover any transfer tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred (including the fees and expenses of counsel and of the Trustee) in connection with such replacement Note. (c) Each replacement therewith. Subject to the proviso in the initial paragraph of this Section 2.10, every new Note issued pursuant to this Section 2.5(a) will 2.10 in lieu of any mutilated, destroyed, lost or 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 will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 (ai) If a 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 a any Note, then the Issuer will execute and, upon Issuer Request, and (ii) there is delivered to the Indenture Trustee will authenticate [and deliver a replacement the Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives Insurer] such security or indemnity as may reasonably be required by it to hold the Issuer Issuer, [the Note Insurer] and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Note Registrar Registrar, [the Note Insurer] or the Indenture Trustee have received notice that such Note has been acquired by a protected bona fide purchaser, as defined in Section 8-303 an Authorized Officer of the UCC and (iii) Owner Trustee or the require­ments of Section 8-405 Administrator on behalf of the UCC are met. HoweverIssuer 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; provided, however, that if any such destroyed, lost or stolen Note (Note, but not a mutilated Note) is , shall have become or within seven days shall be due and payable within 15 days payable, or has shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such Note. If replacement Note or payment of a protected 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 replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer Issuer, [the Note Insurer] and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected bona fide purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer Issuer, [the Note Insurer] or the Indenture Trustee in connection with such replacement Note (or such payment). (b) therewith. Upon the issuance of any replacement Note under Section 2.5(a)this Section, the Issuer may require the Noteholder payment by the Holder of such Note, [other than the Note to pay an amount Insurer], of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the fees and expenses of the Indenture Trustee) Each connected therewith. Every replacement Note issued pursuant to this Section 2.5(a) will 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 will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 a mutilated Note is surrendered to the Indenture Trustee or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of a Note, then the Issuer will execute and, upon Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Series and Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none of the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the require­ments requirements of Section 8-405 of the UCC are met. However, if any such destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender of such Note. If a protected purchaser of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for any cost, expense, loss, damage, claim or liability incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement Note under Section 2.5(a2.6(a), the Issuer may require the Noteholder of such Note to pay an amount sufficient to cover any tax or other governmental charge imposed and any other reasonable expenses incurred in connection with such replacement Note. (c) Each replacement Note issued pursuant to Section 2.5(a2.6(a) will constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note will be enforceable by anyone and, except as otherwise provided in this IndentureIndenture or the related Indenture Supplement, will be entitled to all the benefits of this Indenture and such Indenture Supplement equally and proportionately with all other Notes of the same Series and Class duly issued under this IndentureIndenture and such Indenture Supplement. (d) The provisions of this This Section 2.5 are 2.6 is exclusive and preclude precludes (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 a If: (i) any mutilated Note is surrendered to the Indenture Trustee or the Indenture Trustee receives evidence to its reasonable satisfaction of the destruction, loss or theft of a Note, then the Issuer will execute any Note and, upon Issuer Request, (ii) there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer Issuer, the Noteholders and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Note Transfer Agent and Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected bona fide purchaser, as defined the Issuer will execute, and the Indenture Trustee will authenticate and deliver, in Section 8-303 exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of like tenor (including the UCC same date of issuance) and (iii) the require­ments of Section 8-405 of the UCC are met. Howeverprincipal amount, bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Note (but not a mutilated Note) is has become or within seven days will be due and payable within 15 days payable, or has been selected or called for redemption, instead of issuing a replacement Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note will be surrendered. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note when so due or payable or upon pursuant to the Redemption Date without surrender of such Note. If proviso to the preceding sentence, a protected bona fide purchaser of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected bona fide purchaser, and will be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment)therewith. (b) Upon the issuance of any replacement Note under Section 2.5(a)this Section, the Issuer may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note(including the fees and expenses of the Indenture Trustee or the Transfer Agent and Registrar) connected therewith. (c) Each Every replacement Note issued pursuant to this Section 2.5(a) in replacement of any mutilated, destroyed, lost or stolen Note will constitute complete and indefeasible evidence of an original additional contractual obligation of the Issuer, as if originally issued, whether or not the mutilated, destroyed, lost or stolen Note will be enforceable by anyone andis found at any time, except as otherwise provided in this Indenture, and will be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of the same Class duly issued under this Indenturehereunder. (d) The provisions of this Section 2.5 are exclusive and 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 (a) If a any mutilated Note is surrendered to the Indenture Trustee or the Note Registrar, or the Indenture Trustee or the Note Registrar receives evidence to its satisfaction of the destruction, loss or theft of a any Note, then and (b) in case of destruction, loss or theft there is delivered to the Issuer will execute and, upon Issuer RequestIndenture Trustee, the Indenture Trustee will authenticate and deliver a replacement Issuer, the Depositor or the Note of Registrar, as the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives case may be, such security or indemnity as may be required by it to hold the Issuer Issuer, the Depositor, the Note Registrar and the Indenture Trustee harmless, (ii) none then, in the absence of written notice to the Issuer, the Depositor, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a “protected purchaser, ” (as defined in Section 8-303 contemplated by Article 8 of the UCC UCC), the Issuer shall execute, and (iii) upon Issuer Order the require­ments Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of Section 8-405 any such mutilated, destroyed, lost or stolen Note, a replacement Note of the UCC are met. Howeverlike tenor and aggregate principal amount, bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Note shall have become or within seven (but not a mutilated Note7) is days shall be due and payable within 15 days payable, or has shall have been selected or called for redemption, instead of issuing a replacement Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note when so due or payable or upon pursuant to the Redemption Date without surrender proviso to the preceding sentence, a “protected purchaser” (as contemplated by Article 8 of such Note. If a protected purchaser the UCC) of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a “protected purchaser” (as contemplated by Article 8 of the UCC), and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection therewith. In connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement Note under this Section 2.5(a)2.05, the Issuer Issuer, the Indenture Trustee or the Note Registrar may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (c) Each replacement Note issued pursuant to Section 2.5(a) will constitute an original additional contractual obligation including the reasonable fees and expenses of the Issuer, whether Indenture Trustee or not the mutilated, destroyed, lost or stolen Note will be enforceable by anyone and, except as otherwise provided in this Indenture, will be entitled to all the benefits of this Indenture equally Registrar and proportionately with all other Notes of the same Class duly issued under this Indenturetheir respective counsel) connected therewith. (d) The provisions of this Section 2.5 are exclusive and 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 (ai) If a 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 a any Note, then and (ii) there is delivered to the Issuer will execute and, upon Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined the Issuer shall execute, and upon its request the Trustee shall authenticate and deliver, in Section 8-303 exchange for or in lieu of the UCC and (iii) the require­ments of Section 8-405 of the UCC are met. Howeverany such mutilated, destroyed, lost or stolen Note, a replacement Note; provided that if any such destroyed, lost or stolen Note (Note, but not a mutilated Note) is , BUSINESS.29147457.3 shall have become or within seven days shall be due and payable within 15 days payable, or has shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such Note. If replacement Note or payment of 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 replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) therewith. Upon the issuance of any replacement Note under this Section 2.5(a)4.03, the Issuer may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the fees and reasonable expenses of the Trustee) Each connected therewith. Every replacement Note issued pursuant to this Section 2.5(a) will 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 will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 (ai) If a 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 a Note, then the Issuer will execute and, upon Issuer Request, any Note and (ii) there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer Issuer, the Owner Trustee and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the IssuerOwner Trustee, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a "protected purchaser, " (as defined in Section 8-303 contemplated by Article Eight of the UCC UCC), and (iii) provided that the require­ments requirements of Section 8-405 of the UCC are met. However, the Owner Trustee shall execute, on behalf of the Issuer, and upon receipt of a Issuer 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; provided, however, that if any such destroyed, lost or stolen Note (but not a mutilated Note) is shall have become or within seven days shall become due and payable within 15 days payable, or has shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without the surrender thereof. If, after the delivery of such Note. If replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a "protected purchaser purchaser" (as contemplated by Article Eight of the UCC) of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a "protected purchaser" (as contemplated by Article Eight of the UCC), and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) therewith. Indenture 5 Upon the issuance of any replacement Note under Section 2.5(a)this Section, the Issuer or the Indenture Trustee may require the payment by the related Noteholder of such Note to pay an amount a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the fees and expenses of the Indenture Trustee or the Note Registrar) Each connected therewith. Every replacement Note issued pursuant to this Section 2.5(a) will 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 will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 (ai) If a 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 a any Note, then the Issuer will execute and, upon Issuer Request, (ii) there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmlessharmless and (iii) the requirements of Section 8-405 of the UCC are met, (ii) none then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaserProtected Purchaser, as defined the Issuer shall execute, and upon receipt of an Issuer Request the Indenture Trustee shall authenticate and deliver, in Section 8-303 exchange for or in lieu of the UCC any such mutilated, destroyed, lost or stolen Note, a replacement Note of like tenor and (iii) the require­ments of Section 8-405 of the UCC are met. Howeverprincipal amount; provided, however, that if any such destroyed, lost or stolen Note (Note, but not a mutilated Note) is , shall have become or within seven days shall be due and payable within 15 days payable, or has shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such Note. If replacement Note or payment of a protected purchaser 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 replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will shall be entitled to recover such replacement Note (or such payment) from the Person to whom it such replacement Note was delivered or any Person taking such replacement Note (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaserProtected Purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) therewith. Upon the issuance of any replacement Note under Section 2.5(a)this Section, the Issuer may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the fees and expenses of the Indenture Trustee) Each connected therewith. Every replacement Note issued pursuant to this Section 2.5(a) will 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 will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 (ai) If a 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 a any Note, then and (ii) there is delivered to the Issuer will execute and, upon Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity indemnit as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected bona fide purchaser, as defined in Section 8-303 of and provided that the UCC and (iii) the require­ments requirements of Section 8-405 of the UCC are met. However, the Issuer shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note (Note, but not a mutilated Note) is , shall have become or within seven days shall be due and payable within 15 days payable, or has shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such Note. If replacement Note or payment of a protected 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 replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected bona fide purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) therewith. Upon the issuance of any replacement Note under Section 2.5(a)this Section, the Issuer may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the fees and expenses of the Trustee) Each connected therewith. Every replacement Note issued pursuant to this Section 2.5(a) will 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 will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 a mutilated Note is surrendered to the Indenture Trustee or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of a Note, then the Issuer will execute and, upon Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none of the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined in Section 8-303 of the applicable UCC and (iii) the require­ments requirements of Section 8-405 of the applicable UCC are met. However, if any such destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 fifteen (15) days or has been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Payment Date on which the Note has been redeemed pursuant to Section 3.13 without surrender of such Note. If a protected purchaser of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for any cost, expense, loss, damage, claim or liability incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement Note under Section 2.5(a3.7(a), the Issuer may require the Noteholder of such Note to pay an amount sufficient to cover any tax or other governmental charge imposed and any other reasonable expenses incurred in connection with such replacement Note. (c) Each replacement Note issued pursuant to Section 2.5(a3.7(a) will constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note will be enforceable by anyone and, except as otherwise provided in this Indenture, will be entitled to all the benefits of this Indenture equally and proportionately with all other Notes of the same Class duly issued under this Indenture. (d) The provisions of this Section 2.5 3.7 are exclusive and 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: (ai) If a 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 a any Note, then the Issuer will execute and, upon Issuer Request, and (ii) there is delivered to the Indenture Trustee will such security or indemnity as may be required by the Indenture Trustee and the Issuer to hold the Indenture Trustee and the Issuer, respectively, 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, and provided that the requirements of Section 8-405 of the UCC are met, the Issuer shall execute, and upon its request the Indenture Trustee shall authenticate and deliver deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmlessbearing a number not contemporaneously outstanding; provided, (ii) none of the Issuerhowever, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the require­ments of Section 8-405 of the UCC are met. However, if any such destroyed, lost or stolen Note (Note, but not a mutilated Note, shall have become, or within seven (7) is days shall be, due and payable within 15 days payable, or has shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such Note. If replacement Note (or payment of a protected 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 replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note was delivered (or such paymentpayment made) was delivered or any assignee of such Person, except a protected bona fide purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment)therewith. (b) Upon the issuance of any replacement Note under Section 2.5(a), the Issuer may require the Noteholder of such Note to pay an amount sufficient to cover any tax or other governmental charge imposed and any other reasonable expenses incurred in connection with such replacement Note. (c) Each replacement Note issued pursuant to Section 2.5(a) will constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note will be enforceable by anyone and, except as otherwise provided in this Indenture, will be entitled to all the benefits of this Indenture equally and proportionately with all other Notes of the same Class duly issued under this Indenture. (d) The provisions of this Section 2.5 are exclusive and 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 (a) If a 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 a any Note, then the Issuer will execute andand (b) in case of destruction, upon Issuer Requestloss, the or theft there is delivered to Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold Issuer, the Issuer Noteholders and the Indenture Trustee harmless, (ii) none then, in the absence of the notice to Issuer, the Note Transfer Agent and Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, purchaser (as defined in Section 8-303 of the UCC as in effect in the State of Illinois), Issuer shall execute, and 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 like tenor (iiiincluding the same date of issuance) the require­ments of Section 8-405 of the UCC are met. Howeverand principal amount, bearing a number not contemporaneously outstanding; PROVIDED, HOWEVER, that if any such mutilated, destroyed, lost or stolen Note shall have become or within seven (but not a mutilated Note7) is days shall be due and payable within 15 days payable, or has shall have been selected or called for redemption, instead of issuing a replacement Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note when so due or payable or upon pursuant to the Redemption Date without surrender of such Note. If proviso to the preceding sentence, a protected purchaser (as defined in Section 8-303 of the UCC as in effect in the State of Illinois) of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) therewith. Upon the issuance of any replacement Note under Section 2.5(a)this SECTION 2.6, the Issuer may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the fees and expenses of Indenture Trustee or Transfer Agent and Registrar) Each connected therewith. Every replacement Note issued pursuant to Section 2.5(a) will this SECTION 2.6 in replacement of any mutilated, destroyed, lost or stolen Note shall constitute complete and indefeasible evidence of an original additional contractual obligation of the IssuerTrust, as if originally issued, whether or not the mutilated, destroyed, lost or stolen Note will shall be enforceable by anyone andfound at any time, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 SECTION 2.6 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 (a) If a any mutilated Investor Note (together, in the case of Bearer Notes, with all unmatured Coupons, if any, appertaining thereto) is surrendered to the Indenture Trustee Transfer Agent and Registrar, or the Indenture Trustee Transfer Agent and Registrar receives evidence to its satisfaction of the destruction, loss or theft of a Noteany Investor Note and (b) there is delivered to the Transfer Agent and Registrar and the Indenture Trustee such security or indemnity as may be reasonably required by them to save each of them harmless, then provided that the requirements of Section 8- 405 of the UCC are met, the Issuer will shall execute and, upon and after the Issuer Requesthas executed, the Indenture Trustee will shall authenticate and (unless the Transfer Agent and Registrar is different from the Indenture Trustee, in which case the Transfer Agent and Registrar shall) deliver a replacement Note of the same Class and principal amount (in compliance with applicable law), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Investor Note, a new Investor Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer of like tenor and the Indenture Trustee harmlessaggregate principal amount; provided, (ii) none of the Issuerhowever, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the require­ments of Section 8-405 of the UCC are met. However, if any such destroyed, lost or stolen Note (Investor Note, but not a mutilated Investor Note) is , shall have become or within seven days shall be due and payable within 15 days or has been called for redemptionpayable, instead of issuing a replacement Investor Note, the Issuer may pay such destroyed, lost or stolen Investor Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such Note. If replacement Investor Note or payment of a protected destroyed, lost or stolen Investor Note pursuant to the proviso to the preceding sentence, a purchaser for value of the original Investor Note in lieu of which such replacement Investor Note was issued (or such payment made) presents for payment such original Investor Note, the Issuer Issuer, the Transfer Agent and Registrar and the Indenture Trustee will shall be entitled to recover such replacement Investor Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Investor Note (or such payment) from such Person to whom such replacement Investor Note (or such payment) was delivered or any assignee of such Person, except a protected purchaserpurchaser for value, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer Issuer, the Transfer Agent and Registrar or the Indenture Trustee in connection therewith. In connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement new Investor Note under this Section 2.5(a)2.5, the Issuer Indenture Trustee or the Transfer Agent and Registrar may require the Noteholder payment of such Note to pay an amount a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the fees and expenses of the Indenture Trustee and the Transfer Agent and Registrar) Each replacement connected therewith. Any duplicate Investor Note issued pursuant to this Section 2.5(a) will 2.5 shall constitute an original additional contractual obligation of the Issuer, Issuer whether or not the mutilatedlost, destroyed, lost stolen or stolen Note will destroyed note shall be enforceable by anyone and, except as otherwise provided in this Indenture, will be entitled to all the benefits of this Indenture equally and proportionately with all other Notes of the same Class duly issued under this Indenturefound at any time. (d) The provisions of this Section 2.5 are exclusive and 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 (ai) If a any mutilated Note is surrendered to the Indenture Trustee Collateral Agent, or the Indenture Trustee Collateral Agent receives evidence to its satisfaction of the destruction, loss or theft of a any Note, then and (ii) there is delivered to the Issuer will execute and, upon Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives Collateral Agent such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmlessCollateral Agent, (ii) none then, in the absence of notice to the Issuer, the Note Registrar Issuer or the Indenture Trustee have received notice Collateral Agent that such Note has been acquired by a protected bona fide purchaser, as defined the Issuer shall execute and upon its request the Collateral Agent shall authenticate and deliver, in Section 8-303 exchange for or in lieu of the UCC and (iii) the require­ments of Section 8-405 of the UCC are met. Howeverany such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note (Note, but not a mutilated Note) is , shall have become or within seven days shall be due and payable within 15 days payable, or has shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such Note. If replacement Note or payment of a protected 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 replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer Issuer, and the Indenture Trustee will Collateral Agent 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected bona fide purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee Collateral Agent in connection with such replacement Note (or such payment). (b) therewith. Upon the issuance of any replacement Note under Section 2.5(a)this Section, the Issuer or the Collateral Agent may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed and any other reasonable expenses incurred in connection with such replacement Noterelation thereto. (c) Each replacement Note issued pursuant to Section 2.5(a) will constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note will be enforceable by anyone and, except as otherwise provided in this Indenture, will be entitled to all the benefits of this Indenture equally and proportionately with all other Notes of the same Class duly issued under this Indenture. (d) The provisions of this Section 2.5 are exclusive and 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 a mutilated Note is surrendered to the Indenture Trustee Registrar or if the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft Holder of a NoteNote claims that the Note has been lost, then the Issuer will execute and, upon Issuer Requestdestroyed or wrongfully taken, the Indenture Issuers shall issue and the Trustee will shall authenticate and deliver a replacement Note if the requirements of Section 8-405 of the same Class UCC are met, such that the Holder (a) satisfies the Issuers and principal amount in exchange for the Trustee that such Note has been lost, destroyed or in lieu 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 Issuers and the Trustee prior to the Note so long being acquired by a protected purchaser as defined in Section 8-303 of the UCC (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee; provided, however, if after the delivery of such replacement Note, a protected purchaser of the Note for which such replacement Note was issued presents for payment or registration such replaced Note, the Trustee and/or the Issuers shall be entitled to recover such replacement Note from the Person to whom it was issued and delivered or any Person taking therefrom, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuers or the Trustee in connection therewith. Such Holder shall furnish an indemnity bond sufficient in the judgment of the (i) Trustee to protect the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none of the IssuerIssuers to protect the Issuers, the Trustee, the Paying Agent and the Registrar, from any loss which any of them may suffer if a Note Registrar is replaced, and, in the absence of notice to the Issuers, any Guarantor or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined the Issuers shall execute, and upon receipt of an Issuer Order, the Trustee shall authenticate and make available for delivery, in Section 8-303 exchange for any such mutilated Note or in lieu of the UCC and (iii) the require­ments of Section 8-405 of the UCC are met. However, if any such destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemption, instead of issuing a replacement Note, the Issuer may pay 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 when so has become or is about to become due or payable or upon and payable, the Redemption Date without surrender Issuers in their discretion may, instead of issuing a new Note, pay such Note. If a protected purchaser of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for any cost, expense, loss, damage, claim or liability incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement new Note under this Section 2.5(a)2.11, the Issuer Issuers may require the Noteholder of that such Note to Holder pay an amount a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred (including the fees and expenses of counsel and of the Trustee) in connection with such replacement Note. (c) Each replacement therewith. Subject to the proviso in the initial paragraph of this Section 2.11, every new Note issued pursuant to this Section 2.5(a) will 2.11, in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerIssuers, any Guarantor (if applicable) and any other obligor upon the Notes, whether or not the mutilated, destroyed, lost or stolen Note will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 (ai) If a 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 a any Note, then and (ii) there is delivered to each of the Issuer will execute and, upon Issuer Request, and the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected bona fide purchaser, as defined in Section 8-303 of and provided that the UCC and (iii) the require­ments requirements of Section 8-405 of the UCC are met. However, the Issuer shall execute and upon its request the 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 Series (or Class or Tranche) (such requirement shall not be deemed to create a duty in the Trustee to monitor the compliance by the Issuer with Section 8-405); provided, however, that if any such destroyed, lost or stolen Note (Note, but not a mutilated Note) is , shall have become or within seven days shall be due and payable within 15 days payable, or has shall have been called for redemptionredemption pursuant to the terms of the related Series Supplement, the Issuer may, instead of issuing a replacement Note, direct the Issuer may Trustee, in writing, to pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date redemption date without surrender thereof. If, after the delivery of such Note. If replacement Note or payment of a protected 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 replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected bona fide purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) therewith. Upon the issuance of any replacement Note under Section 2.5(a)this Section, the Issuer may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the fees and expenses of the Trustee) Each connected therewith. Every replacement Note of any Series issued pursuant to this Section 2.5(a) will 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 will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will and shall be entitled to all the benefits of this Indenture and the related Series Supplement equally and proportionately with any and all other Notes of the same Class Series duly issued under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 a mutilated Note is surrendered to the Indenture Trustee or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of a Note, then the Issuer will execute and, upon Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none of the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined in Section 8-303 of the applicable UCC and (iii) the require­ments requirements of Section 8-405 of the applicable UCC are met. However, if any such destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 fifteen (15) days or has been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Payment Date on which the Note has been redeemed pursuant to Section 3.13 without surrender of such Note. If a protected purchaser of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for any cost, expense, loss, damage, claim or liability incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement Note under Section 2.5(a3.7(a), the Issuer may require the Noteholder of such Note to pay an amount sufficient to cover any tax or other governmental charge imposed and any other reasonable expenses incurred in connection with such replacement Noteimposed. (c) Each replacement Note issued pursuant to Section 2.5(a3.7(a) will constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note will be enforceable by anyone and, except as otherwise provided in this Indenture, will be entitled to all the benefits of this Indenture equally and proportionately with all other Notes of the same Class duly issued under this Indenture. (d) The provisions of this Section 2.5 3.7 are exclusive and 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 (a) If a 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 a any Note, then the Issuer will execute andand (b) in case of destruction, upon Issuer Requestloss, or theft there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer Issuer, the Noteholders and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Note Transfer Agent and Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, purchaser (as defined in Section 8-303 of the UCC as in effect in the applicable jurisdiction), the Issuer shall execute, and 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 like tenor (iiiincluding the same date of issuance) the require­ments of Section 8-405 of the UCC are met. Howeverand principal amount, bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Note shall have become or within seven (but not a mutilated Note7) is days shall be due and payable within 15 days payable, or has shall have been selected or called for redemption, instead of issuing a replacement Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note when so due or payable or upon pursuant to the Redemption Date without surrender of such Note. If proviso to the preceding sentence, a protected purchaser (as defined in Section 8-303 of the UCC as in effect in the applicable jurisdiction) of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) therewith. Upon the issuance of any replacement Note under this Section 2.5(a)2.6, the Issuer may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the fees and expenses of the Indenture Trustee or the Transfer Agent and Registrar) Each connected therewith. Every replacement Note issued pursuant to this Section 2.5(a) will 2.6 in replacement of any mutilated, destroyed, lost or stolen Note shall constitute complete and indefeasible evidence of an original additional contractual obligation of the Issuer, as if originally issued, whether or not the mutilated, destroyed, lost or stolen Note will shall be enforceable by anyone andfound at any time, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 2.6 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 (a) If a any mutilated Note (together, in the case of Bearer Notes, with all unmatured Coupons (if any) appertaining thereto) 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 a any Note, then and (b) in case of destruction, loss or theft there is delivered to the Issuer will execute and, upon Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives Registrar such security or indemnity as may be required by it to hold the Issuer Issuer, the Transferor, the Note Registrar and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Transferor, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined the Issuer shall execute, and the Indenture Trustee shall authenticate and the Note Registrar shall deliver (in Section 8-303 the case of Bearer Notes, outside the UCC United States), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of like tenor and (iii) the require­ments of Section 8-405 of the UCC are met. Howeveraggregate principal amount, bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Note shall have become or within seven (but not a mutilated Note7) is days shall be due and payable within 15 days payable, or has shall have been selected or called for redemption, instead of issuing a replacement Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note when so due or payable or upon pursuant to the Redemption Date without surrender of such Note. If proviso to the preceding sentence, a protected purchaser of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer Issuer, the Transferor or the Indenture Trustee in connection therewith. In connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement Note under this Section 2.5(a)2.06, the Issuer or the Note Registrar may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the reasonable fees and expenses of the Indenture Trustee or the Note Registrar) Each connected therewith. Any replacement Note issued pursuant to this Section 2.5(a) will constitute an original additional contractual obligation in replacement of the Issuer, whether or not the any mutilated, destroyed, lost or stolen Note will shall constitute complete and indefeasible evidence of a debt of the Issuer, as if originally issued, whether or not the destroyed, lost or stolen Note shall be enforceable by anyone andfound at any time, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 ------------------------------------------- (ai) If a any mutilated Note is surrendered to the Indenture Trustee Note Trustee, or the Indenture Note Trustee receives evidence to its satisfaction satis faction of the destruction, loss or theft of a any Note, then and (ii) there is delivered to the Issuer will execute and, upon Issuer Request, the Indenture Note Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Note Issuer and the Indenture Note Trustee harmless, (ii) none then, in the absence of notice to the Note Issuer, the Note Registrar or the Indenture Note Trustee have received notice that such Note has been acquired by a protected purchaser, as defined the Note Issuer shall execute and, upon its request, the Note Trustee shall authenticate and deliver, in Section 8-303 exchange for or in lieu of the UCC any such mutilated, destroyed, lost or stolen Note, a replacement Note of like Series (and, if applicable, Class), tenor and (iii) the require­ments of Section 8-405 of the UCC are met. Howeverprincipal amount, bearing a number not contemporaneously outstanding; pro --- vided, however, that if any such destroyed, lost or stolen Note (Note, but not a ----- ------- mutilated Note) is , shall have become or within seven days shall be due and payable within 15 days payable, or has shall have been called for redemption, instead of issuing a replacement Note, the Note Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Optional Redemption Date or Mandatory Redemption Date, as applicable, without surrender thereof. If, after the delivery of such Note. If replacement Note or payment of 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 replacement Note was issued (or such payment made) presents for payment such original Note, the Note Issuer and the Indenture Note Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Note Issuer or the Indenture Note Trustee in connection with such replacement Note (or such payment). (b) therewith. Upon the issuance of any replacement Note under Section 2.5(a)this Section, the Note Issuer may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the fees and expenses of the Note Trustee) Each connected therewith. Every replacement Note issued pursuant to this Section 2.5(a) will in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Note Issuer, whether or not the mutilated, destroyed, lost or stolen Note will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 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, such that the Holder (a) satisfies the Issuers or the 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 Issuers or Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee; provided, however, if after the delivery of such replacement Note, a protected purchaser of the Note for which such replacement Note was issued presents for payment or registration such replaced Note, the Trustee or the Indenture Trustee receives evidence Issuers shall be entitled to its satisfaction of the destruction, loss or theft of a Note, then the Issuer will execute and, upon Issuer Request, the Indenture Trustee will authenticate and deliver a recover such replacement Note of from the same Class Person to whom it was issued and principal amount in exchange for delivered or in lieu of such Note so long as (i) any Person taking therefrom, except a protected purchaser, and shall be entitled to recover upon the Indenture Trustee receives such security or indemnity as may be provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuers or the Trustee in connection therewith. If required by it to hold the Issuer Trustee or the Issuers, such Holder shall furnish an indemnity bond sufficient in the judgment of the Issuers and the Indenture Trustee harmless, (ii) none of to protect the IssuerIssuers, the Trustee, the Paying Agent and the Registrar from any loss which any of them may suffer if a Note Registrar is replaced, and, in the absence of notice to the Issuers or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined the Issuers shall execute, and upon receipt of an Issuer Order, the Trustee shall authenticate and make available for delivery, in Section 8-303 exchange for any such mutilated Note or in lieu of the UCC and (iii) the require­ments of Section 8-405 of the UCC are met. However, if any such destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemption, instead of issuing a replacement Note, the Issuer may pay a new Note of like tenor and principal amount at maturity, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note when so has become or is about to become due or payable or upon and payable, the Redemption Date without surrender Issuers in their discretion may, instead of issuing a new Note, pay such Note. If a protected purchaser of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for any cost, expense, loss, damage, claim or liability incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement new Note under this Section 2.5(a)2.10, the Issuer Issuers may require the Noteholder of that such Note to Holder pay an amount a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred (including the fees and expenses of counsel and of the Trustee) in connection with such replacement Note. (c) Each replacement therewith. Subject to the proviso in the initial paragraph of this Section 2.10, every new Note issued pursuant to this Section 2.5(a) will in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerIssuers, any Subsidiary Guarantor (if any) and any other obligor upon the Notes, whether or not the mutilated, destroyed, lost or stolen Note will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 Notes.

Mutilated, Destroyed, Lost or Stolen Notes. If (ai) If a any mutilated Note is surrendered to the Indenture Trustee Trustee, or the Indenture Trustee receives evidence to its reasonable satisfaction of the destruction, loss or theft of a any Note, then the Issuer will execute andand (ii) in case of destruction, upon Issuer Requestloss, or theft there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer Issuer, the Noteholders, the Transfer Agent, the Registrar and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Note Transfer Agent and Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaserProtected Purchaser, as defined the Issuer shall execute, and the Indenture Trustee shall authenticate and deliver, in Section 8-303 exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of like tenor (including the UCC same date of issuance) and (iii) the require­ments of Section 8-405 of the UCC are met. Howeverprincipal amount, bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Note (but not a mutilated Note) is shall have become or within seven days shall be due and payable within 15 days payable, or has shall have been selected or called for redemption, instead of issuing a replacement Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note when so due or payable or upon pursuant to the Redemption Date without surrender of such Note. If proviso to the preceding sentence, a protected purchaser Protected Purchaser of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaserProtected Purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) therewith. Upon the issuance of any replacement Note under Section 2.5(a)this Section, the Issuer may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the fees and expenses of the Indenture Trustee or the Transfer Agent and Registrar) Each connected therewith. Every replacement Note issued pursuant to this Section 2.5(a) will in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation complete and indefeasible evidence of debt of the IssuerTrust, as if originally issued, whether or not the mutilated, destroyed, lost or stolen Note will shall be enforceable by anyone andfound at any time, except as otherwise provided in this Indenture, will and shall be entitled to all the benefits of this Master Indenture equally and proportionately with any and all other Notes of the same Class duly issued under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 (ai) If a 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 a any Note, then the Issuer will execute and, upon Issuer Request, and (ii) there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it them to hold the Issuer and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined in Section within the meaning of § 8-303 of the UCC UCC, the Issuer shall execute and (iii) upon its request the require­ments Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of Section 8-405 any such mutilated, destroyed, lost or stolen Note, a replacement Note of the UCC are met. Howeversame Class and denomination; provided, however, that if any such destroyed, lost or stolen Note (Note, but not a mutilated Note) is , shall have become or within seven days shall be due and payable within 15 days payable, or has shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such Note. If replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a protected purchaser purchaser, within the meaning of § 8-303 of the UCC, of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer Issuer, and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for any cost, expense, loss, damage, claim or liability incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement Note under Section 2.5(a)this Section, the Issuer or the Indenture Trustee may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the fees and expenses of the Indenture Trustee or the Note Registrar) Each connected therewith. Every replacement Note issued pursuant to this Section 2.5(a) will 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 will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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 (a) If a any mutilated Note is surrendered to the Indenture Trustee Transfer Agent and Registrar, or the Indenture Trustee Transfer Agent and Registrar receives evidence to its satisfaction of the destruction, loss or theft of a any Note, then and (b) in case of destruction, loss, or theft there is delivered to the Issuer will execute and, upon Issuer Request, Transfer Agent and Registrar and the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it them to hold the Issuer and the Indenture Trustee harmless, (ii) none of the Issuer, the Note Noteholders, Indenture Trustee and Transfer Agent and Registrar harmless, then, in the absence of notice to Issuer, Transfer Agent and Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, purchaser (as defined in Section 8-303 of the UCC as in effect in the State of New York), Issuer shall execute, and Indenture Trustee shall authenticate and (iiiunless the Transfer Agent and Registrar is different from the Indenture Trustee, in which case the Transfer Agent and Registrar shall) deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of like tenor (including the require­ments same date of Section 8-405 of the UCC are met. Howeverissuance) 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 within seven (but not a mutilated Note7) is days shall be due and payable within 15 days payable, or has shall have been selected or called for redemption, instead of issuing a replacement Note, the Issuer may pay such Note without surrender thereof, except that any mutilated Note shall be surrendered. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note when so due or payable or upon pursuant to the Redemption Date without surrender of such Note. If proviso to the preceding sentence, a protected purchaser (as defined in Section 8-303 of the UCC as in effect in the State of New York) of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) therewith. Upon the issuance of any replacement Note under this Section 2.5(a)2.6, the Issuer may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the fees and expenses of Indenture Trustee or Transfer Agent and Registrar) Each connected therewith. Every replacement Note issued pursuant to this Section 2.5(a) will 2.6 in replacement of any mutilated, destroyed, lost or stolen Note shall constitute complete and indefeasible evidence of an original additional contractual obligation of the Issuer, as if originally issued, whether or not the mutilated, destroyed, lost or stolen Note will shall be enforceable by anyone andfound at any time, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 2.6 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 (a) If a any mutilated Note is surrendered to the Indenture Trustee Trustee, or the Indenture Trustee receives evidence to its reasonable satisfaction of the destruction, loss or theft of a any Note, then and (b) there is delivered to the Issuer will execute and, upon Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined the Issuer shall execute, and upon its request the Trustee shall authenticate and deliver, in Section 8-303 exchange for or in lieu of the UCC and (iii) the require­ments of Section 8-405 of the UCC are met. Howeverany such mutilated, destroyed, lost or stolen Note, a replacement Note; provided that if any such destroyed, lost or stolen Note (Note, but not a mutilated Note) is , shall have become or within seven days shall be due and payable within 15 days payable, or has shall have been called for redemptionrepurchase, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Repurchase Date without surrender thereof. If, after the delivery of such Note. If replacement Note or payment of 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 replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) therewith. Upon the issuance of any replacement Note under this Section 2.5(a)4.03, the Issuer may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note. (cincluding the fees and expenses of the Trustee) Each connected therewith. Every replacement Note issued pursuant to this Section 2.5(a) will 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 will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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. (a) If a mutilated Note is surrendered to the Indenture Trustee or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of a Note, then the Issuer will execute and, upon Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmlessharmless (the unsecured indemnity of any Acceptable Indemnitor being deemed satisfactory for such purpose), (ii) none of the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined in Section 8-303 of the applicable UCC and (iii) the require­ments requirements of Section 8-405 of the applicable UCC are met. However, if any such destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 fifteen (15) days or has been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Payment Date on which the Note has been redeemed pursuant to Section 3.12 without surrender of such Note. If a protected purchaser of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for any cost, expense, loss, damage, claim or liability incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement Note under Section 2.5(a3.5(a), the Issuer may require the Noteholder of such Note to pay an amount sufficient to cover any tax or other governmental charge imposed and any other reasonable expenses incurred in connection with such replacement Noteimposed. (c) Each replacement Note issued pursuant to Section 2.5(a3.5(a) will constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note will be enforceable by anyone and, except as otherwise provided in this Indenture, will be entitled to all the benefits of this Indenture equally and proportionately with all other Notes of the same Class duly issued under this Indenture. (d) The provisions of this Section 2.5 3.5 are exclusive and 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 a (i) any mutilated Note (together, in the case of Bearer Notes, with all unmatured Coupons, if any, appertaining thereto) is surrendered to the Indenture Trustee Transfer Agent and Registrar, or the Indenture Trustee Transfer Agent and Registrar receives evidence to its satisfaction of the destruction, loss or theft of a any Note, then and (ii) there is delivered to the Issuer will execute and, upon Issuer Request, Transfer Agent and Registrar and the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it them to hold the Issuer Transfer Agent and Registrar and the Indenture Trustee harmlessharmless then, (ii) none in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected bona fide purchaser, as defined in Section 8-303 of the UCC Issuer shall execute and the Trustee shall authenticate and (iiiunless the Transfer Agent and Registrar is different from the Trustee, in which case the Transfer Agent and Registrar shall) the require­ments deliver (in compliance with applicable law), in exchange for or in lieu of Section 8-405 any such mutilated, destroyed, lost or stolen Note, a replacement Note of the UCC are met. Howeverlike tenor and aggregate principal balance; provided, however, that if any such destroyed, lost or stolen Note (Note, but not a mutilated Note) is , shall have become or within seven days shall be due and payable within 15 days or has shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such Note. If replacement Note or payment of a protected destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a bona fide purchaser for value of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaserbona fide purchaser for value, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment)therewith. (b) Upon the issuance of any replacement Note under this Section 2.5(a)2.9, the Issuer Transfer Agent and Registrar or the Trustee may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note(including the fees and expenses of the Trustee and the Transfer Agent and Registrar) connected therewith. (c) Each Any duplicate Note issued pursuant to this Section 2.9 shall constitute complete and indefeasible evidence of contractual debt obligation of the Issuer, as if originally issued, whether or not the lost, stolen or destroyed Note shall be found at any time. (d) Every replacement Note issued pursuant to this Section 2.5(a) will 2.9 in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation Contractual Obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note will shall be at any time enforceable by anyone and, except as otherwise provided in this Indenture, will 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 under this Indenturehereunder. (de) The provisions of this Section 2.5 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. (a) If a mutilated Note is surrendered to the Indenture Trustee Registrar or if the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft Holder of a NoteNote claims that the Note has been lost, then the Issuer will execute and, upon Issuer Requestdestroyed or wrongfully taken, the Indenture Company shall issue and the Trustee will shall authenticate and deliver a replacement Note if the requirements of Section 8-405 of the same Class Uniform Commercial Code are met, such that the Holder (a) satisfies the Company and principal amount in exchange for the Trustee that such Note has been lost, destroyed or in lieu 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 and the Trustee prior to the Note so long being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee; provided, however, if after the delivery of such replacement Note, a protected purchaser of the Note for which such replacement Note was issued presents for payment or registration such replaced Note, the Trustee and/or the Company shall be entitled to recover such replacement Note from the Person to whom it was issued and delivered or any Person taking therefrom, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Company or the Trustee in connection therewith. Such Holder shall furnish an indemnity bond sufficient in the judgment of the (i) Trustee to protect the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none of the IssuerCompany to protect the Company, the Trustee, the Paying Agent and the Registrar, from any loss which any of them may suffer if a Note Registrar is replaced, and, in the absence of notice to the Company, any Guarantor or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined the Company shall execute, and upon receipt of a Company Order, the Trustee shall authenticate and make available for delivery, in Section 8-303 exchange for any such mutilated Note or in lieu of the UCC and (iii) the require­ments of Section 8-405 of the UCC are met. However, if any such destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemption, instead of issuing a replacement Note, the Issuer may pay 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 when so has become or is about to become due or payable or upon and payable, the Redemption Date without surrender Company in its discretion may, instead of issuing a new Note, pay such Note. If a protected purchaser of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for any cost, expense, loss, damage, claim or liability incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment). (b) Upon the issuance of any replacement new Note under this Section 2.5(a)2.11, the Issuer Company may require the Noteholder of that such Note to Holder pay an amount a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred (including the fees and expenses of counsel and of the Trustee) in connection with such replacement Note. (c) Each replacement therewith. Subject to the proviso in the initial paragraph of this Section 2.11, every new Note issued pursuant to this Section 2.5(a) will 2.11, in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerCompany, any Guarantor (if applicable) and any other obligor upon the Notes, whether or not the mutilated, destroyed, lost or stolen Note will shall be at any time enforceable by anyone andanyone, except as otherwise provided in this Indenture, will 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 under this Indenture. (d) hereunder. The provisions of this Section 2.5 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. (a) If a (i) any mutilated Note is surrendered to the Indenture Trustee Transfer Agent and Registrar, or the Indenture Trustee Transfer Agent and Registrar receives evidence to its satisfaction of the destruction, loss or theft of a any Note, then and (ii) there is delivered to the Issuer will execute and, upon Issuer RequestTransfer Agent and Registrar, the Indenture Trustee will authenticate Trustee, and deliver a replacement Note of the same Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives Issuer such security or indemnity as may may, in their sole discretion, be required by it them to hold the Transfer Agent and Registrar, the Indenture Trustee, and the Issuer and harmless then, in the absence of written notice to the Indenture Trustee harmless, (ii) none of the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined in Section 8-303 of and provided that the UCC and (iii) the require­ments requirements of Section 8-405 of the UCC (which generally permit the Issuer to impose reasonable requirements) are met. However, then the Issuer shall execute and the Indenture Trustee shall, upon receipt of an Issuer Order or an Administrator Order, authenticate and (unless the Transfer Agent and Registrar is different from the Indenture Trustee, in which case the Transfer Agent and Registrar shall) deliver (in compliance with applicable Law), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of like tenor and aggregate principal balance; provided, however, that if any such destroyed, lost or stolen Note (Note, but not a mutilated Note, shall have become or within seven (7) is days shall be due and payable within 15 days or has shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such Note. If replacement Note or payment of 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 replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will 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 (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will shall be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for therefor to the extent of any cost, expense, loss, damage, claim cost or liability expense incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment)therewith. (b) Upon the issuance of any replacement Note under this Section 2.5(a)2.10, the Issuer Transfer Agent and Registrar or the Indenture Trustee may require the Noteholder payment by the Holder of such Note to pay an amount of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses incurred in connection with such replacement Note(including the fees and expenses of the Indenture Trustee and the Transfer Agent and Registrar) connected therewith. (c) Each Every replacement Note issued pursuant to this Section 2.5(a) will 2.10 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 will shall be at any time enforceable by anyone and, except as otherwise provided in this Indenture, will 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 under this Indenture.hereunder. 4166-0661-7649.19 (d) The provisions of this Section 2.5 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 Notes.