Common use of Replacement Notes Clause in Contracts

Replacement Notes. If any mutilated Note is surrendered to the Company, a Registrar or the Trustee, or the Company, a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 are (to the extent lawful) 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.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the TrusteeHolder claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuer shall issue and the Trustee receive evidence to their satisfaction or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the CompanyUniform Commercial Code are met, such Registrar that the Holder (a) notifies the Issuer or the Trustee that within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note has been 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. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Company shall executeTrustee, the Authenticating Agent, Paying Agent and upon its written request the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee shall authenticate may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable fees and deliver, in exchange for expenses of counsel and any tax that may be imposed with respect to the replacement of such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuer in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuer. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar Trustee or if the Trustee, or Holder presents evidence to the Company, a Registrar satisfaction of the Issuer and the Trustee receive that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Note. An indemnity or a security bond may be required by the Issuer or the Trustee that is sufficient in the judgment of the Issuer and the Trustee to protect the Issuer, the Trustee or any Agent from any loss which any of them may suffer if a Note is replaced. In every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and to the Trustee evidence to their satisfaction of the destruction, loss or the theft of any Note, such Note and there is delivered to the Company, ownership thereof. Each of the applicable Registrar Issuer and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, may charge for its expenses in the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired by replacing a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuer in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderreplacement thereof. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes. Every replacement Note is an additional obligation of the Issuer.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a 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 and the Trustee within a reasonable time after such holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company and the 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 Company and the Trustee. Such holder shall furnish an indemnity bond sufficient in the judgment of the Trustee, or with respect to the Trustee, and the Company, a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered with respect to the Company, to protect the applicable Registrar Company, the Trustee, the Paying Agent and the Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replaced and subsequently presented or claimed for payment. The Company and the Trustee may charge the holder for their expenses in replacing a Note (including without limitation, attorneys’ fees and disbursements in replacing such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the Trusteeholder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuers shall issue and the Trustee receive evidence to their satisfaction shall authenticate a replacement Note if the requirements of Section 8-405 of the destructionUniform Commercial Code are met, loss or theft of any Note, and there is delivered to such that the Company, holder (a) satisfies the applicable Registrar Issuers and the Trustee within a reasonable time after such security holder has notice of such loss, destruction or indemnity as will be required by them wrongful taking and the Registrar does not register a transfer prior to save each of them harmlessreceiving such notification, then, in the absence of notice (b) makes such request to the Company, such Registrar or Issuers and the Trustee that such prior to the Note has been 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 Issuers and the Trustee. If required by the Trustee or the Issuers, such holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Company shall executeTrustee, the Paying Agent and upon its written request the Registrar from any loss or liability that any of them may suffer if a Note is replaced and subsequently presented or claimed for payment. The Issuers and the Trustee shall authenticate may charge the holder for their expenses in replacing a Note (including without limitation, attorneys’ fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuers in its their discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuers. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any mutilated Note is surrendered to the Company, a Registrar Trustee or the Trustee, or the Company, a Registrar Company and the Trustee receive receives evidence to their its satisfaction of the destruction, loss or theft of any Note, the Company will issue and there the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is delivered sufficient in the judgment of the Trustee and the Company to protect the Company, the applicable Registrar Trustee, any Agent and the Trustee such security or indemnity as will be required by them to save each any authenticating agent from any loss that any of them harmless, then, may suffer if a Note is replaced. The Company may charge for its expenses in the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired by replacing a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost lost, or stolen Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its sole discretion may, instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes Note under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax tax, assessment, fee or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Note issued pursuant to this Section 2.07 in exchange for any mutilated Note or in lieu of any mutilated, destroyed, lost lost, or stolen Note shall will constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost lost, or stolen Note shall be at any time enforceable by anyone, and shall will be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost lost, or stolen Notes.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the Trustee, or the Company, Holder of a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee Note claims that such Note has been lost, destroyed or wrongfully taken, the Issuer 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 Issuer and the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer and the Trustee prior to the Note being acquired by a 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 Issuer, Trustee and/or the Authentication Agent, as applicable. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Issuer and the Trustee (and the Paying Agent, Registrar and Authentication Agent, if not the Trustee) to protect the Issuer, the Company shall executeTrustee, the Paying Agent, the Registrar, any co-registrar and upon its written request the Authentication Agent, as applicable, from any loss or liability which any of them may suffer if a Note is replaced. The Issuer and the Trustee shall authenticate may charge the Holder for their expenses in replacing a Note (including without limitation, attorneys’ fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuer in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuer. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies of the Holders with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the TrusteeHolder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuers shall issue and the Trustee receive evidence to their satisfaction or an authentication agent shall authenticate a replacement Note if the requirements of Section 8-405 of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the CompanyUniform Commercial Code are met, such Registrar that the Holder (a) notifies the Issuers or the Trustee that within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuers or the Trustee prior to the Note has been 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. If required by the Trustee or the Issuers, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Company shall executeTrustee, the Paying Agent and upon its written request the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuers and the Trustee shall authenticate may charge the Holder for their expenses in replacing a Note including reasonable fees and deliver, in exchange for any such mutilated Note or in lieu expenses of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstandingcounsel. In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuers in its their discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuers. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the TrusteeHolder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuer shall issue and the Trustee receive evidence to their satisfaction shall authenticate a replacement Note if the requirements of Section 8-405 of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the CompanyUniform Commercial Code are met, such Registrar that the Holder (a) satisfies the Issuer or the Trustee that within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note has been 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. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Issuer, the Company shall executeTrustee, a Paying Agent and upon its written request the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee shall authenticate may charge the Holder for their expenses in replacing a Note (including, without limitation, attorneys’ fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuer in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuer. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the Trusteeholder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuer shall issue and the Trustee receive evidence to their satisfaction shall authenticate a replacement Note if the requirements of Section 8-405 of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the CompanyUniform Commercial Code are met, such Registrar that the holder (a) satisfies the Issuer or the Trustee that within a reasonable time after such holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note has been 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. If required by the Trustee or the Issuer, such holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Company shall executeTrustee, a Paying Agent and upon its written request the Registrar from any loss or liability that any of them may suffer if a Note is replaced and subsequently presented or claimed for payment. The Issuer and the Trustee shall authenticate may charge the holder for their expenses in replacing a Note (including without limitation, attorneys’ fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuer in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuer. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any mutilated certificated Note is surrendered to the CompanyRegistrar, a Registrar the Trustee or the Trustee, or the Company, a Registrar Issuer and the Trustee receive receives evidence to their its satisfaction of the destruction, loss or theft of any Note, the Issuer shall issue and there is delivered the Trustee, upon receipt of an Authentication Order, shall authenticate, or cause the Authentication Agent to authenticate, a replacement Note in exchange and substitution for, and in such form as the CompanyNote mutilated, lost, destroyed or wrongfully taken if the Holder satisfies any other requirements of the Issuer and the Trustee. If required by the Trustee, the applicable Registrar or the Issuer, such Holder shall furnish an indemnity bond or other indemnity sufficient in the judgment of the Issuer, the Registrar and the Trustee to protect the Issuer, the Trustee and the Agents, from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note, including fees and expenses of counsel and any tax that may be imposed in replacing such security or indemnity as Note. Every replacement Note issued pursuant to this Section 2.07 shall be an additional obligation of the Issuer and will be required by them entitled to save each all of them harmless, thenthe benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. Notwithstanding the foregoing, in the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen certificated Note has become or is about to become due and payable, or is about to be redeemed or purchased by the Company Issuer pursuant to Article 3the provisions herein, the Company Issuer in its discretion may, instead of issuing a new certificated Note, pay pay, redeem or purchase such certificated Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 are (to the extent lawful) 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.

Replacement Notes. If any a mutilated Note is surrendered to the Company, Trustee or if the Holder of a Registrar or Note claims that the Trustee, or the Company, a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired by a protected purchaserlost, destroyed or wrongfully taken, the Company Issuer shall execute, issue and upon its written request the Trustee shall authenticate and deliverdeliver a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. Such Holder shall furnish an indemnity bond sufficient in the judgment of the Issuer and the Trustee to protect the Issuer, the Trustee or any Agent from any loss which any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge such Holder for its reasonable out-of-pocket expenses in exchange for any such mutilated replacing a Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of counsel and of the Trustee or the Registrar) in connection therewithTrustee. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilatedlost, destroyed, lost destroyed or stolen wrongfully taken Note shall constitute an original additional contractual obligation of the CompanyIssuer, whether or not the mutilatedlost, destroyed, lost destroyed or stolen wrongfully taken Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. In case any such mutilated, destroyed, lost or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Note, pay such Note. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilatedlost, destroyed, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the Trusteeholder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuers shall issue and the Trustee receive evidence to their satisfaction shall authenticate a replacement Note if the requirements of Section 8-405 of the destructionUniform Commercial Code are met, loss or theft such that the holder (a) satisfies any requirement of any Note, and there is delivered to the Company, the applicable Registrar Issuers and the Trustee within a reasonable time after such security holder has notice of such loss, destruction or indemnity as will be required by them wrongful taking and the Registrar does not register a transfer prior to save each of them harmlessreceiving such notification, then, in the absence of notice (b) makes such request to the Company, such Registrar or Issuers and the Trustee that such prior to the Note has been 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 Issuers and the Trustee. If required by the Trustee or the Issuers, such holder shall furnish an indemnity bond sufficient in the judgment of the Trustee, with respect to the Trustee, and the Issuers, with respect to the Issuers, to protect the Issuers, the Company shall executeTrustee, the Paying Agent and upon its written request the Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replaced and subsequently presented or claimed for payment. The Issuers and the Trustee shall authenticate may charge the holder for their expenses in replacing a Note (including, without limitation, attorneys’ fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuers in its their discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuers. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the Trusteeholder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuer shall issue and the Trustee receive evidence to their satisfaction shall authenticate a replacement Note if the requirements of Section 8-405 of the destructionUniform Commercial Code are met, loss or theft of any Note, and there is delivered to such that the Company, holder (a) satisfies the applicable Registrar Issuer and the Trustee within a reasonable time after such security holder has notice of such loss, destruction or indemnity as will be required by them wrongful taking and the Registrar does not register a transfer prior to save each of them harmlessreceiving such notification, then, in the absence of notice (b) makes such request to the Company, such Registrar or Issuer and the Trustee that such prior to the Note has been 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 Issuer and the Trustee. Such holder shall furnish an indemnity bond sufficient in the judgment of the Trustee, with respect to the Trustee, and the Issuer, with respect to the Issuer, to protect the Issuer, the Company shall executeTrustee, the Paying Agent and upon its written request the Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replaced and subsequently presented or claimed for payment. The Issuer and the Trustee shall authenticate may charge the holder for their expenses in replacing a Note (including without limitation, attorneys’ fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuer in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuer. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. (a) If any a mutilated Note is surrendered to the Company, a Registrar or if the TrusteeHolder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuer shall issue and the Trustee receive evidence to their satisfaction shall authenticate a replacement Note of the destruction, loss or theft same series if the requirements of any Note, and there is delivered to Section 8-405 of the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the CompanyUniform Commercial Code are met, such Registrar that the Holder (a) satisfies the Issuer or the Trustee that within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note has been 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. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Issuer, the Company shall executeTrustee, a Paying Agent and upon its written request the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee shall authenticate may charge the Holder for their expenses in replacing a Note (including attorneys’ fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuer in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 are (to the extent lawful) 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 Notesthereof.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the TrusteeHolder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Company shall issue and the Trustee receive shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (i) satisfies the Company or the Trustee within a reasonable time after he has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (ii) makes such request to the Company or the 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 (iii) satisfies any other reasonable requirements of the Trustee and the Company including evidence to their satisfaction of the destruction, loss or theft of any the Note, and there is delivered . Such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Company, any Guarantor, the applicable Trustee, the Paying Agent, and the Registrar from any loss that any of them may suffer if a Note is replaced. The Company and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, may charge the Holder for their expenses in the absence of notice to the Company, such Registrar or the Trustee that such replacing a Note has been acquired by a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require including the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed required. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Company in relation thereto and any other reasonable expenses (including the reasonable fees and expenses its discretion may pay such Note instead of the Trustee or the Registrar) issuing a new Note in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all of the benefits of this Indenture equally and proportionately proportionally with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the Trusteeholder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuer shall issue and the Trustee receive evidence to their satisfaction shall authenticate a replacement Note if the requirements of Section 8-405 of the destructionUniform Commercial Code are met, loss or theft of any Note, and there is delivered to such that the Company, holder (a) satisfies the applicable Registrar Issuer and the Trustee within a reasonable time after such security holder has notice of such loss, destruction or indemnity as will be required by them wrongful taking and the Registrar does not register a transfer prior to save each of them harmlessreceiving such notification, then, in the absence of notice (b) makes such request to the Company, such Registrar or Issuer and the Trustee that such prior to the Note has been 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 Issuer and the Trustee. If required by the Trustee or the Issuer, such holder shall furnish an indemnity bond sufficient in the judgment of the Trustee, with respect to the Trustee, and the Issuer, with respect to the Issuer, to protect the Issuer, the Company shall executeTrustee, the Paying Agent and upon its written request the Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replaced and subsequently presented or claimed for payment. The Issuer and the Trustee shall authenticate may charge the holder for their expenses in replacing a Note (including without limitation, attorneys’ fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuer in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuer. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the TrusteeHolder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuers shall issue and the Trustee receive evidence to their satisfaction or an authentication agent shall authenticate a replacement Note if the requirements of Section 8-405 of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the CompanyUniform Commercial Code are met, such Registrar that the Holder (a) notifies the Issuers or the Trustee that within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuers or the Trustee prior to the Note has been 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. If required by the Trustee or the Issuers, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Company shall executeTrustee, the Paying Agent and upon its written request the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuers and the Trustee shall authenticate may charge the Holder for their expenses in replacing a Note including reasonable fees and deliver, in exchange for any such mutilated Note or in lieu expenses of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstandingcounsel. In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuers in its their discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses Note of the Trustee or the Registrar) same series in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuers. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If (a) any mutilated Note is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, a Registrar Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar Company and the Trustee such security Note or indemnity as will may be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Note has been acquired by a protected bona fide purchaser, the Company shall execute, execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 33 hereof, the Company in its discretion may, instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 are (to the extent lawful) 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.

Replacement Notes. (a) If any a mutilated Note is surrendered to the Company, a Registrar or if a Holder claims that its Note has been lost, destroyed or wrongfully taken and the Registrar receives evidence to its satisfaction of the ownership and loss, destruction or theft of such Note, the Issuer shall issue and the Trustee, or upon receipt of an Authentication Order, shall authenticate a replacement Note if the CompanyTrustee’s reasonable requirements are otherwise met. An indemnity bond must be provided by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Registrar Note is replaced. The Issuer may charge the Holder for the expenses of the Issuer and the Trustee receive evidence to their satisfaction (including reasonable respective fees and expenses of counsel) in replacing a Note. Every replacement Note is a contractual obligation of the destruction, loss or theft Issuer and shall be entitled to all of any Note, the benefits of this Indenture equally and there is delivered to proportionately with all other Notes duly issued hereunder. Notwithstanding the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each foregoing provisions of them harmless, thenthis Section 2.07(a), in the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuer in its discretion may, instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes replacement Note under this Section 2.07, the Company Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of counsel and the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 are (to the extent lawful) 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.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the Trusteeholder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuer shall issue and the Trustee receive evidence to their satisfaction shall, upon receipt of a written order, authenticate a replacement Note if the requirements of Section 8-405 of the destructionUniform Commercial Code are met, loss or theft of any Note, and there is delivered to such that the Company, holder (a) satisfies the applicable Registrar Issuer and the Trustee within a reasonable time after such security holder has notice of such loss, destruction or indemnity as will be required by them wrongful taking and the Registrar does not register a transfer prior to save each of them harmlessreceiving such notification, then, in the absence of notice (b) makes such request to the Company, such Registrar or Issuer and the Trustee that such prior to the Note has been 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 Issuer and the Trustee. If required by the Trustee or the Issuer, such holder shall furnish an indemnity bond sufficient in the judgment of the Trustee, with respect to the Trustee, and the Issuer, with respect to the Issuer, to protect the Issuer, the Company shall executeTrustee, the Paying Agent and upon its written request the Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replaced and subsequently presented or claimed for payment. The Issuer and the Trustee shall authenticate may charge the holder for their expenses in replacing a Note (including without limitation, attorneys’ fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuer in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuer. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any mutilated Note is surrendered to the Company, a Registrar or ----------------- the Trustee, or the Company, a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute, execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note, a new Note containing identical provisions and of like principal amount, bearing a number not contemporaneously outstanding. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such security or indemnity as may be required by them to save either of them and any agent of each of them harmless, then, in the absence of notice to the Company or the Trustee that such Note has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a new Note containing identical provisions and of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes Note under this Section 2.072.09, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Note issued pursuant to this Section 2.07 2.09 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 2.09 are (to the extent lawful) 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.

Replacement Notes. If any a mutilated Definitive Note is surrendered to a Registrar, if a mutilated Global Note is surrendered to the CompanyIssuer or if a Holder claims that a Note has been lost, destroyed or wrongfully taken, the Issuer shall (at its own expense) issue and the Trustee or the Authenticating Agent shall authenticate a Registrar or replacement Note in such form as the Note being replaced if the requirements of the Trustee, the Registrar, the Issuer and the Guarantors are met. If required by the Trustee, the Registrar, the Issuer or the CompanyGuarantors, a such Holder must provide an indemnity bond or other indemnity, sufficient in the judgment of the Issuer, the Guarantors, the relevant Registrar and the Trustee, to protect the Issuer, the Guarantors, the Trustee receive and the relevant Registrar and any Agent from any loss, fee, expense or liability which any of them may suffer when such Note is replaced and evidence to their reasonable satisfaction of the destructionapparent loss, loss destruction or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will Note may be required by them to save each of them harmlessthe Issuer, then, in the absence of notice to the Company, such Registrar or the Trustee that or any such Note has been acquired by a protected purchaserAgent. The Issuer, the Company shall execute, Trustee and upon its written request the Trustee shall authenticate and deliver, Registrar may charge such Holder of the Notes for their out-of-pocket expenses in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen replacing a Note, a new including properly incurred fees and expenses of counsel and any applicable Taxes thereon. Every replacement Note is an additional obligation of like tenor and principal amount, bearing a number not contemporaneously outstandingthe Issuer. In case If any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3Issuer may, the Company in its discretion maysole discretion, instead of issuing a replacement Note, pay such Note. If after delivery of any such new Note, pay or purchase a bona fide purchaser of the original Note in lieu of which such new Note was issued presents for payment such original Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07Issuer, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every any Agent shall be entitled to recover such new Note issued pursuant from the person to this Section 2.07 in lieu of whom it was delivered or any mutilatedtransferee thereof, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyoneexcept a bona fide purchaser, and shall be entitled to all benefits recover upon any security or indemnity provided therefor to the extent of this Indenture equally and proportionately with any and all other Notes duly issued hereunderloss, damage, cost or expense incurred by the Issuer, the Trustee or any Agent in connection therewith. The provisions of this Section 2.07 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost lost, stolen or stolen taken Notes.

Replacement Notes. (a) If any a mutilated Note is surrendered to the Company, a Registrar or if the TrusteeHolder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuers shall issue and the Trustee receive evidence to their satisfaction shall authenticate a replacement Note of the destruction, loss or theft same series if the requirements of any Note, and there is delivered to Section 8-405 of the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the CompanyUniform Commercial Code are met, such Registrar that the Holder (a) satisfies the Issuers or the Trustee that within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuers or the Trustee prior to the Note has been 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. If required by the Trustee or the Issuers, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Issuers, the Company shall executeTrustee, a Paying Agent and upon its written request the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuers and the Trustee shall authenticate may charge the Holder for their expenses in replacing a Note (including attorneys’ fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuers in its their discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 are (to the extent lawful) 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 Notesthereof.

Replacement Notes. If any a mutilated Note is surrendered to the CompanyTrustee, a Registrar together with such security or indemnity as may be required by the Company or the TrusteeTrustee to save each of them harmless, or the Company, a Registrar Company shall execute and the Trustee receive shall authenticate and deliver a replacement Note of the same principal amount and Stated Maturity, if the Trustee’s requirements are met. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Note, Note and there is delivered to the Company, the applicable Registrar and the Trustee (ii) such security or indemnity as will may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Note has been acquired by a protected bona fide purchaser, the Company shall execute, execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or deliver in lieu of any such destroyed, lost or stolen Note, a new replacement Note of like tenor the same principal amount and principal amount, Stated Maturity containing identical terms and provisions and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes Note under this Section 2.07Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 are (to the extent lawful) 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.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the Trustee, or holder of a Note claims that the Company, a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Note has been lost, destroyed or wrongfully taken, the Issuers shall issue and the First Lien 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 and the First Lien Trustee within a reasonable time after such holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuers and the First Lien 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 Issuers and the First Lien Trustee. Such holder shall furnish an indemnity bond sufficient in the judgment of the First Lien Trustee, with respect to the First Lien Trustee, and the Issuers, with respect to the Issuers, to protect the Issuers, the Company shall executeFirst Lien Trustee, the Paying Agent and upon its written request the Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replaced and subsequently presented or claimed for payment. The Issuers and the First Lien Trustee shall authenticate may charge the holder for their expenses in replacing a Note (including without limitation, attorneys’ fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuers in its their discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuers. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If (a) any mutilated Note is surrendered to the Company, a Registrar or the Trustee, or (b) the Company, a Registrar and the Trustee and, if applicable, the Authenticating Agent receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and Trustee and, if applicable, the Trustee Authenticating Agent such security Note or indemnity as will may be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee or, if applicable, the Authenticating Agent that such Note has been acquired by a protected bona fide purchaser, the Company shall execute, execute and upon its written request the Trustee or the Authenticating Agent shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 33 hereof, the Company in its discretion may, instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.072.08, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrarand any Authenticating Agent) in connection connected therewith. Every new Note issued pursuant to this Section 2.07 2.08 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 2.08 are (to the extent lawful) 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.

Replacement Notes. If any mutilated Note is surrendered to the Company, a Registrar or the Trustee, or the Company, a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired by a protected bona fide purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.072.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Note issued pursuant to this Section 2.07 2.7 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 2.7 are (to the extent lawful) 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.

Replacement Notes. If any mutilated the holder of a Note is surrendered to claims that the CompanyNote has been lost, a Registrar destroyed or the Trustee, or the Company, a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, thenwrongfully taken, in the absence of notice to the CompanyIssuer, such Registrar the Guarantors or the Trustee that such Note has Notes have been acquired by a protected purchaserpurchaser the Issuer shall issue, the Company Guarantors shall execute, endorse and upon its written request the Trustee shall authenticate a replacement Note if the Issuer’s and deliverthe Guarantors’ requirements are met. If required by the Trustee, the Issuer or Guarantors as a condition of receiving a replacement Note, the holder of a Note must provide a certificate of loss and an indemnity and/or an indemnity bond sufficient, in exchange the judgment of the Issuer, the Guarantors and the Trustee, to fully protect the Issuer, the Guarantors, the Trustee, any Agent and any authenticating agent from any loss, liability, cost or expense which any of them may suffer or incur if the Note is replaced. The Issuer, the Guarantors and the Trustee may charge the relevant holder for their expenses in replacing any Note. The Trustee or any authenticating agent may authenticate any such mutilated Note or in lieu of any such destroyed, lost or stolen substituted Note, a new Note and deliver the same upon the receipt of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost security or stolen Note has become or is about to become due and payable, or is about to be purchased by indemnity as the Company pursuant to Article 3Trustee, the Company in its discretion mayIssuer, instead of issuing a new Notethe Guarantors and, pay or purchase if applicable, such Note, as the case authenticating agent may berequire. Upon the issuance of any new Notes under this Section 2.07substituted Note, the Company Issuer and the Guarantors may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection connected therewith. Every new In case any Note issued which has matured or is about to mature, has been called for redemption pursuant to this Article 3, has been submitted for repurchase pursuant to Section 2.07 in lieu of any mutilated4.06 or is about to be converted into Common Shares pursuant to Article 12, shall become mutilated or be destroyed, lost or stolen stolen, the Issuer and the Guarantors may, instead of issuing a substitute Note, pay or authorize the payment of or convert or authorize the conversion of the same (without surrender thereof except in the case of a mutilated Note), as the case may be, if the applicant for such payment or conversion shall furnish to the Issuer and the Guarantors, to the Trustee and, if applicable, to the authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or connected with such substitution, and, in case of destruction, loss or theft, evidence satisfactory to the Issuer, the Guarantors, the Trustee and, if applicable, any paying agent or conversion agent of the destruction, loss or theft of such Note shall constitute and of the ownership thereof. Every replacement Note (including the related Guarantee) is an original additional contractual obligation of the Company, whether or not Issuer and the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, Guarantors and shall be entitled to all the benefits of provided under this Indenture equally and proportionately with any and all other Notes duly issued issued, authenticated and delivered hereunder. The provisions of this Section 2.07 are (to the extent lawful) 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.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the Trusteeholder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuers shall issue and the Trustee receive evidence to their satisfaction shall authenticate a replacement Note if the requirements of Section 8-405 of the destructionUniform Commercial Code are met, loss or theft of any Note, and there is delivered to such that the Company, holder (a) satisfies the applicable Registrar Issuers and the Trustee within a reasonable time after such security holder has notice of such loss, destruction or indemnity as will be required by them wrongful taking and the Registrar does not register a transfer prior to save each of them harmlessreceiving such notification, then, in the absence of notice (b) makes such request to the Company, such Registrar or Issuers and the Trustee that such prior to the Note has been 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 Issuers and the Trustee. If required by the Trustee or the Issuers, such holder shall furnish an indemnity bond sufficient in the judgment of the Trustee, with respect to the Trustee, and the Issuers, with respect to the Issuers, to protect the Issuers, the Company shall executeTrustee, the Paying Agent and upon its written request the Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replaced and subsequently presented or claimed for payment. The Issuers and the Trustee shall authenticate may charge the holder for their expenses in replacing a Note (including without limitation, attorneys’ fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuers in its their discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuers. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the Trusteeholder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuers shall issue and the Trustee receive evidence to their satisfaction shall authenticate a replacement Note if the requirements of Section 8-405 of the destructionUniform Commercial Code are met, loss or theft of any Note, and there is delivered to such that the Company, holder (a) satisfies the applicable Registrar Issuers and the Trustee within a reasonable time after such security holder has notice of such loss, destruction or indemnity as will be required by them wrongful taking and the Registrar does not register a transfer prior to save each of them harmlessreceiving such notification, then, in the absence of notice (b) makes such request to the Company, such Registrar or Issuers and the Trustee that such prior to the Note has been 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 Issuers and the Trustee. If required by the Trustee or the Issuers, such holder shall furnish an indemnity bond or security sufficient in the judgment of the Trustee, with respect to the Trustee, and the Issuers, with respect to the Issuers, to protect the Issuers, the Company shall executeTrustee, the Paying Agent and upon its written request the Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replaced and subsequently presented or claimed for payment. The Issuers and the Trustee shall authenticate may charge the holder for their expenses in replacing a Note (including without limitation, attorneys’ fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuers in its their discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuers. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. (a) If (i) any mutilated Note is surrendered to the Company, a Registrar or the Trustee, or the Company, a Registrar and the Trustee receive receives evidence to their its reasonable satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Company, the applicable Registrar Co-Issuers and the Trustee such security or indemnity as will may be required by them to save each of them hold the Co-Issuers and the Trustee harmless, then, in provided that the absence requirements of notice to Section 2.8(f) and Section 8-405 of the CompanyNew York UCC are met, such Registrar or the Co-Issuers shall execute and, upon its request, the Trustee that such Note has been acquired or an authenticating agent appointed by a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note, but not a new Note mutilated Note, shall have become, or within seven (7) days shall be, due and payable, instead of like tenor and principal amountissuing a replacement Note, bearing a number not contemporaneously outstanding. In case any the Co-Issuers may pay such mutilated, destroyed, lost or stolen Note has become when so due or is about to become due and payablepayable without surrender thereof. If, after the delivery of such replacement Note or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation pursuant to the preceding sentence, a protected purchaser (within the meaning of Section 8-303 of the CompanyNew York UCC) of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, whether or not the mutilated, destroyed, lost or stolen Note Co-Issuers and the Trustee shall be at entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any time enforceable by anyonePerson taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a protected purchaser, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 are (recover upon the security or indemnity provided therefor to the extent lawful) exclusive and shall preclude (to of any loss, damage, cost or expense incurred by the extent lawful) all other rights and remedies with respect to Co-Issuers or the replacement or payment of mutilated, destroyed, lost or stolen NotesTrustee in connection therewith.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the TrusteeHolder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuer shall issue and the Trustee receive evidence to their satisfaction shall authenticate a replacement Note if the requirements of Section 8-405 of the destructionUniform Commercial Code are met, loss or theft such that the Holder (a) satisfies any requirement of any Note, and there is delivered to the Company, the applicable Registrar Issuer and the Trustee within a reasonable time after such security Holder has notice of such loss, destruction or indemnity as will be required by them wrongful taking and the Registrar does not register a transfer prior to save each of them harmlessreceiving such notification, then, in the absence of notice (b) makes such request to the Company, such Registrar or Issuer and the Trustee that such prior to the Note has been 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 Issuer and the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee, with respect to the Trustee, and the Issuer, with respect to the Issuer, to protect the Issuer, the Company shall executeTrustee, the Paying Agent and upon its written request the Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replaced and subsequently presented or claimed for payment. The Issuer and the Trustee shall authenticate may charge the Holder for their expenses in replacing a Note (including, without limitation, attorneys’ fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuer in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuer. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any mutilated Note is surrendered to the Company, a Registrar Trustee or the Trustee, or the Company, a Registrar Company and the Trustee receive receives evidence to their its satisfaction of the destruction, loss or theft of any Note, the Company shall issue and there the Trustee, upon receipt of an Authentication Order or in accordance with a previously delivered Authentication Order, shall authenticate a replacement Note if the Company’s and the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is delivered sufficient in the judgment of the Trustee and the Company to protect the Company, the applicable Registrar Trustee, any Agent and any Authenticating Agent from any loss that any of them may suffer if a Note is replaced. The Company and the Trustee such security or indemnity as will may charge for their expenses in replacing a Note. Every replacement Note issued in accordance with this Section 2.07 is an additional obligation of the Company and any other obligor upon the Notes and shall be required by them entitled to save each all of them harmless, then, in the absence benefits of notice to the Company, such Registrar or this Indenture equally and proportionately with all other Notes duly issued hereunder. The Company and the Trustee that such Note has been acquired by may charge the Holder for their expenses in replacing a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderreplacement thereof. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the Trustee, or holder of a Note claims that the Company, a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Note has been lost, destroyed or wrongfully taken, the Issuers shall issue and the Second Lien 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 and the Second Lien Trustee within a reasonable time after such holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuers and the Second Lien 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 Issuers and the Second Lien Trustee. Such holder shall furnish an indemnity bond sufficient in the judgment of the Second Lien Trustee, with respect to the Second Lien Trustee, and the Issuers, with respect to the Issuers, to protect the Issuers, the Company shall executeSecond Lien Trustee, the Paying Agent and upon its written request the Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replaced and subsequently presented or claimed for payment. The Issuers and the Second Lien Trustee shall authenticate may charge the holder for their expenses in replacing a Note (including without limitation, attorneys’ fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuers in its their discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuers. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a 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 Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the 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, . If required by the Trustee or the Company, a Registrar and such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to protect the Company, the applicable Trustee, a Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Company and the Trustee may charge the Holder for their expenses in replacing a Note (including without limitation, attorneys’ fees and disbursements in replacing such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuers in its their discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuers. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any mutilated Note is surrendered to the Company, a Registrar or the Trustee, or the Company, a Registrar and the Trustee receive receives evidence to their its satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case the principal amount of any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Note, pay or purchase all amounts due on such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 are (to the extent lawful) 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.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the TrusteeHolder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuer shall issue and the Trustee receive shall authenticate a replacement Note if the Holder (a) provides to the Issuer and the Trustee evidence to their reasonable satisfaction of such loss, destruction or wrongful taking and the destructionRegistrar does not register a transfer prior to receiving such evidence, loss or theft of any Note, and there is delivered (b) makes such request to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice Issuer prior to the Company, such Registrar or the Trustee that such Note has been 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 Issuer and the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Issuer, the Company shall executeTrustee, a Paying Agent and upon its written request the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee shall authenticate may charge the Holder for their expenses in replacing a Note (including without limitation, attorneys’ fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuer in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuer. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or the Trustee, or if the CompanyHolder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and, upon receipt of a Registrar written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, the Trustee shall authenticate a replacement Note (and the Guarantors shall execute the Guarantees thereon) if the Holder of such Note furnishes to the Issuer and the Trustee receive evidence reasonably acceptable to their satisfaction them of the ownership and the destruction, loss or theft of any Notesuch Note and if the requirements of Section 8‑405 of the New York Uniform Commercial Code as in effect on the date of this Indenture are met. An indemnity bond shall also be posted, and there is delivered sufficient in the judgment of all to protect the CompanyIssuer, the applicable Guarantors, the Trustee, the Registrar and any Paying Agent from any loss that any of them may suffer if such Note is replaced. The Issuer may charge such Holder for the Issuer’s reasonable out-of-pocket expenses in replacing such Note and the Trustee such security or indemnity as will be required by them to save each of them harmlessmay charge the Issuer for the Trustee’s reasonable out-of-pocket expenses (including, thenwithout limitation, attorneys’ fees and disbursements) in the absence of notice to the Company, such Registrar or the Trustee that replacing such Note has been acquired by a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax tax, assessment, fee or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable out-of-pocket fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen replacement Note shall constitute an original additional a contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuer. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilatedlost, destroyed, lost mutilated or stolen wrongfully taken Notes.

Replacement Notes. If any mutilated Note is surrendered to the Company, a Registrar or the Trusteeif a Holder of a Note claims that any Note has been destroyed, lost or the Company, a Registrar stolen and the Trustee receive Issuer receives evidence to their its satisfaction of the destruction, loss or theft of any Note, the Issuer shall issue and there the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s and the Issuer’s requirements are met, including the requesting Holder satisfying the requirements of the Trustee and the Issuer within a reasonable time after such Holder has notice of such destruction, loss or theft, and the Registrar shall not register a transfer prior to receiving such notification. If required by the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is delivered sufficient in the judgment of the Trustee and the Issuer to protect the CompanyIssuer, the applicable Registrar Trustee, any Agent and the Trustee such security or indemnity as will be required by them to save each any authenticating agent from any loss that any of them harmless, then, may suffer if a Note is replaced. The Issuer may charge for its expenses in the absence replacing a Note (including attorneys’ fees and disbursements of notice to the Company, replacing such Registrar or the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case any such mutilated, destroyed, lost or stolen Note has had become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3Issuer, the Company in its discretion discretion, may, instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses upon satisfaction of the Trustee or conditions set forth in the Registrar) in connection therewithpreceding paragraph. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or Issuer (but shall not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, an Incurrence of Debt) and shall be entitled to all of the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies of any Holder with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the TrusteeHolder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuer shall issue and the Trustee receive evidence to their satisfaction shall authenticate a replacement Note of the destruction, loss or theft same type if the requirements of any Note, and there is delivered to Section 8-405 of the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the CompanyUniform Commercial Code are met, such Registrar that the Holder (a) satisfies the Issuer or the Trustee that within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note has been 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. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the Issuer, the Company shall executeTrustee, a Paying Agent and upon its written request the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee shall authenticate may charge the Holder for their expenses in replacing a Note (including without limitation, attorneys’ fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuer in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuer. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the Trusteeholder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuer shall issue and the Trustee receive evidence to their satisfaction shall authenticate a replacement Note if the requirements of Section 8-405 of the destructionUniform Commercial Code are met, loss or theft of any Note, and there is delivered to such that the Company, holder (a) satisfies the applicable Registrar Issuer and the Trustee within a reasonable time after such security holder has notice of such loss, destruction or indemnity as will be required by them wrongful taking and the Registrar does not register a transfer prior to save each of them harmlessreceiving such notification, then, in the absence of notice (b) makes such request to the Company, such Registrar or Issuer and the Trustee that such prior to the Note has been 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 Issuer and the Trustee. If required by the Trustee or the Issuer, such holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Company shall executeTrustee, the Paying Agent and upon its written request the Registrar from any loss or liability that any of them may suffer if a Note is replaced and subsequently presented or claimed for payment. The Issuer and the Trustee shall authenticate may charge the holder for their expenses in replacing a Note (including without limitation, attorneys’ fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuer in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuer. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. (a) If any a mutilated Note is surrendered to the Company, a Registrar or if a Holder claims that its Note has been lost, destroyed or wrongfully taken and the Registrar receives evidence to its satisfaction of the ownership and loss, destruction or theft of such Note, the Company shall issue and the Trustee, or upon receipt of an Authentication Order in accordance with Section 2.02 hereof, shall authenticate a replacement Note if the Company, a Registrar Trustee’s reasonable requirements are otherwise met. An indemnity and surety bond must be provided by the Holder that is satisfactory to the Trustee and the Trustee receive evidence Company to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to protect the Company, the applicable Registrar Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge the Holder for the expenses of the Company (including reasonable fees and expenses of counsel) and the Trustee such security or indemnity as will in replacing a Note. Every replacement Note issued in accordance with this Section 2.07 is a contractual obligation of the Company and shall be required by them entitled to save each all of them harmless, thenthe benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. Notwithstanding the foregoing provisions of this Section 2.07, in the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes replacement Note under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of counsel and the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 are (to the extent lawful) 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.

Replacement Notes. If any a mutilated Definitive Note is surrendered to the CompanyRegistrar, if a Registrar or the Trustee, or the Company, a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there mutilated Global Note is delivered surrendered to the Company, Issuer or if the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each holder of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee a Note claims that such Note has been acquired by a protected purchaserlost, destroyed or wrongfully taken, the Company Issuer shall execute, issue and upon its written request the Trustee shall authenticate a replacement Note in such form as the Note being replaced if the requirements of the Trustee, the Registrar, the Issuer and deliverthe Guarantors are met. If required by the Trustee, the Registrar, the Issuer or any Guarantor, such holder must provide an indemnity bond or other indemnity or security, sufficient in exchange the judgment of the Issuer, any Guarantor, the Registrar and the Trustee, to protect the Issuer, the Guarantors, the Trustee and the Registrar and any Agent from any loss which any of them may suffer when such Note is replaced. The Issuer may charge such holder of the Notes for any such mutilated Note or its reasonable, out-of-pocket expenses in lieu of any such destroyed, lost or stolen replacing a Note, a new including reasonable fees and expenses of counsel. Every replacement Note is an additional obligation of like tenor and principal amount, bearing a number not contemporaneously outstandingthe Issuer. In case If any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payablepayable the Issuer may, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion maydiscretion, instead of issuing a new replacement Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 2.8 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost lost, stolen or stolen taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the CompanyRegistrar 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) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the 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 Company or the Trustee, . If required by the Trustee or the Company, a Registrar such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Trustee receive evidence Company to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to protect the Company, the applicable Trustee, the Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Company and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, may charge the Holder for their expenses in the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired by replacing a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not Company and the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderGuarantors. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any mutilated the holder of a Note is surrendered to claims that its Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the Trustee's and the Company's requirements are met. If required by the Trustee or the Company as a condition of receiving a replacement Note, the holder of a Registrar or Note must provide a certificate of loss and an indemnity and/or an indemnity bond sufficient, in the judgment of both the Company and the Trustee, or the Company, a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to fully protect the Company, the applicable Registrar Trustee, any Agent and any authenticating agent from any loss, liability, cost or expense which any of them may suffer or incur if the Note is replaced. The Company and the Trustee may charge the relevant holder for their expenses in replacing any Note. The Trustee or any authenticating agent may authenticate any such substituted Note and deliver the same upon the receipt of such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired by a protected purchaserTrustee, the Company shall executeand, and upon its written request the Trustee shall authenticate and deliverif applicable, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Note, pay or purchase such Note, as the case authenticating agent may berequire. Upon the issuance of any new Notes under this Section 2.07substituted Note, the Company and the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection connected therewith. Every new Note issued In case any Note, which has matured or is about to mature, or has been called for redemption pursuant to this Article 3, submitted for repurchase pursuant to Section 2.07 in lieu 4.6 or is about to be converted into shares of any mutilatedClass A Common Stock pursuant to Article 12, shall become mutilated or be destroyed, lost or stolen stolen, the Company may, instead of issuing a substitute Note, pay or authorize the payment of or convert or authorize the conversion of the same (without surrender thereof except in the case of a mutilated Note), as the case may be, if the applicant for such payment or conversion shall furnish to the Company, to the Trustee and, if applicable, to the authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or connected with such substitution, and, in case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable, any paying agent or conversion agent of the destruction, loss or theft of such Note shall constitute and of the ownership thereof. Every replacement Note is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, Company and shall be entitled to all the benefits of provided under this Indenture equally and proportionately with any and all other Notes duly issued issued, authenticated and delivered hereunder. The provisions of this Section 2.07 are (to the extent lawful) 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.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the TrusteeHolder 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, including that the Holder (i) satisfies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (ii) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code, (iii) if required by the Trustee or the Company, a Registrar and furnish an indemnity bond sufficient in the judgment of the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to protect the Company, the applicable Registrar Trustee, the Paying Agent and the Trustee such security or indemnity as will be required by them to save each Registrar from any loss that any of them harmless, then, in may suffer if a Note is replaced and (iv) satisfies any other reasonable requirements of the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstandingTrustee. In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may beNote in replacement thereof. Upon the issuance of any new Notes Note under this Section 2.072.09, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 2.09 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If (a) any mutilated Note is surrendered to the Company, a Registrar or the Trustee, or (b) the CompanyIssuer, a Registrar and the Trustee and, if applicable, the Authenticating Agent receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the CompanyIssuer, the applicable Registrar and Trustee and, if applicable, the Trustee Authenticating Agent such security Note or indemnity as will may be required by them to save each of them harmless, then, in the absence of notice to the CompanyIssuer, such Registrar or the Trustee or, if applicable, the Authenticating Agent that such Note has been acquired by a protected bona fide purchaser, the Company Issuer shall execute, execute and upon its their written request the Trustee or the Authenticating Agent shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, or is about to be purchased by the Company Issuer pursuant to Article 33 hereof, the Company Issuer in its discretion may, instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.072.08, the Company Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrarand any Authenticating Agent) in connection connected therewith. Every new Note issued pursuant to this Section 2.07 2.08 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the CompanyIssuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 2.08 are (to the extent lawful) 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.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or the Trustee, or if the CompanyHolder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.01, the Trustee shall authenticate a Registrar replacement Note (and the Guarantors shall execute the Guarantees thereon) if the Holder of such Note furnishes to the Issuer and the Trustee receive evidence reasonably acceptable to their satisfaction them of the ownership and the destruction, loss or theft of any Notesuch Note and if the requirements of Section 8-405 of the New York Uniform Commercial Code as in effect on the date of this Indenture are met. If required by the Trustee or the Issuer, and there is delivered an indemnity bond shall be posted, sufficient in the judgment of all to protect the CompanyIssuer, the applicable Guarantors, the Trustee, the Registrar and any Paying Agent from any loss that any of them may suffer if such Note is replaced. The Issuer may charge such Holder for the Issuer’s reasonable out-of-pocket expenses in replacing such Note and the Trustee such security or indemnity as will be required by them to save each of them harmlessmay charge the Issuer for the Trustee’s reasonable out-of-pocket expenses (including, thenwithout limitation, attorneys’ fees and disbursements) in the absence of notice to the Company, such Registrar or the Trustee that replacing such Note has been acquired by a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax tax, assessment, fee or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable out-of-pocket fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen replacement Note shall constitute an original additional a contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuer. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilatedlost, destroyed, lost mutilated or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or the Trustee, or the Company, a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee or if the Holder of a Note claims that such the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and, upon a written order of the Issuer signed by at least one Officer, 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 Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the 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) and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the Company shall executejudgment of the Trustee to protect the Trustee, a Paying Agent and the Registrar, and upon its written request sufficient in the judgment of the Issuer to protect the Issuer, from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee shall authenticate may charge the Holder for their expenses in replacing a Note (including without limitation, attorneys’ fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuer in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any (a)(i) a mutilated Note is surrendered to the Company, a Registrar or (ii) the Trustee, or the Company, Holder of a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee Note claims that such Note has been acquired by a protected purchaserlost, destroyed or stolen and provides the Company shall execute, and upon its written request the Trustee shall authenticate and deliverwith (A) evidence of such loss, in exchange for any such mutilated Note theft or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or destruction that is about reasonably satisfactory to become due and payable, or is about to be purchased by the Company pursuant to Article 3, and the Trustee and (B) any amount or kind of security or indemnity that either of the Company in its discretion may, instead or the Trustee reasonably request to protect itself from any loss that it may suffer upon replacement of issuing a new Note, pay or purchase such Note, as and, in either case, (b) such Holder satisfies any other reasonable requirements of the case may be. Upon the issuance of any new Notes under this Section 2.07Trustee, the Company may require including the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including connection with the reasonable fees and expenses replacement of such Note, then, unless the Company or the Trustee receives notice that such Note has been acquired by a bona fide purchaser, the Company will, in accordance with Section 2.05 hereof, promptly execute and deliver to the Trustee, and the Trustee, upon receipt of a Company Order, in accordance with Section 2.05 hereof, and the documents required by Sections 12.03 and 12.04 hereof, will promptly authenticate and deliver, in the name of such Holder, a replacement Note having the same aggregate principal amount as the Note that was mutilated or the Registrar) in connection therewithclaimed to be lost, destroyed or stolen, bearing any restrictive legends required by Section 2.02 or 2.10 hereof and with a certificate number not contemporaneously outstanding. Every new Note issued pursuant to this Section 2.07 2.11 in exchange for any mutilated Note, or in lieu of any mutilated, destroyed, lost or stolen Note shall Note, will constitute an original additional contractual obligation of the CompanyCompany and any other obligor upon the Notes, regardless of whether or not the mutilated, destroyed, lost or stolen Note shall will be at any time enforceable by anyone, and shall will be entitled to all benefits of (and will be subject to all the limitations set forth in) this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 are (to the extent lawful) 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.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the Trusteeholder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuers shall issue and the Trustee receive evidence to their satisfaction shall, upon receipt of a written order, authenticate a replacement Note if the requirements of Section 8-405 of the destructionUniform Commercial Code are met, loss or theft of any Note, and there is delivered to such that the Company, holder (a) satisfies the applicable Registrar Issuers and the Trustee within a reasonable time after such security holder has notice of such loss, destruction or indemnity as will be required by them wrongful taking and the Registrar does not register a transfer prior to save each of them harmlessreceiving such notification, then, in the absence of notice (b) makes such request to the Company, such Registrar or Issuers and the Trustee that such prior to the Note has been 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 Issuers and the Trustee. If required by the Trustee or the Issuers, such holder shall furnish an indemnity bond sufficient in the judgment of the Trustee, with respect to the Trustee, and the Issuers, with respect to the Issuers, to protect the Issuers, the Company shall executeTrustee, the Paying Agent and upon its written request the Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replaced and subsequently presented or claimed for payment. The Issuers and the Trustee shall authenticate may charge the holder for their expenses in replacing a Note (including without limitation, attorneys’ fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuers in its their discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuers. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If (a) any mutilated Note becomes mutilated, defaced, lost, stolen, or destroyed or (b) Borrower or a Lender otherwise reasonably requests, then, upon the request of Borrower or any Lender, (x) Borrower shall promptly execute and deliver to Lender a replacement Note for each such Note as to which such a request is surrendered made, and (y) such Lender shall surrender to Borrower, in exchange for such replacement Note, the Note being replaced (if not lost, stolen, or destroyed). As conditions precedent to the Company, a Registrar or the Trustee, or the Company, a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft replacement of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange applicant for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note shall furnish to Borrower evidence to Borrower’s reasonable satisfaction of like tenor the loss, theft, or destruction of such Note alleged to have been lost, stolen, or destroyed, and principal amount, bearing a number not contemporaneously outstanding. In case any of the ownership and authenticity of such mutilated, destroyeddefaced, lost or stolen Note has become or is about to become due and payablelost, stolen, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new destroyed Note, pay and also such security and indemnity as Borrower reasonably requires (provided, that the written undertaking of the Initial Lender or purchase such Note, as any institutional holder of a Note having a net worth (or in the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient bank, having combined capital, surplus, and undivided profits) of at least $100,000,000 to cover any tax or other governmental charge that may be imposed hold harmless Borrower in relation thereto and any other reasonable expenses (including the reasonable fees and expenses respect of the Trustee or the Registrar) in connection therewith. Every execution, authentication and delivery of such new Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyonesufficient security and indemnity), and shall pay all expenses and charges of such substitution or exchange. All Notes shall be entitled to all benefits issued, held, and owned upon the express condition that the foregoing provisions are exclusive in respect of this Indenture equally and proportionately with any and all other the replacement of mutilated, defaced, lost, stolen, or destroyed Notes duly issued hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) any and all other rights and remedies with respect remedies, any present or future law or statute to the contrary notwithstanding. Each replacement or payment Note shall have identical terms as the Note that it replaces, except for such changes as Borrower and the Lenders agree upon (such agreement not to be unreasonably withheld) following a request by any of mutilated, destroyed, lost or stolen Notesthem for such a change.

Replacement Notes. (a) If any a mutilated Note is surrendered to the Company, a Registrar or if a Holder claims that its Note has been lost, destroyed or wrongfully taken and the Registrar receives evidence to its satisfaction of the ownership and loss, destruction or theft of such Note, the Issuer shall issue and the Trustee, or upon receipt of an Authentication Order, shall authenticate a replacement Note if the CompanyTrustee’s reasonable requirements are otherwise met. An indemnity bond must be provided by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Registrar Note is replaced. The Issuer may charge the Holder for the expenses of the Issuer and the Trustee receive evidence to (including their satisfaction respective fees and expenses of counsel) in replacing a Note. Every replacement Note is a contractual obligation of the destruction, loss or theft Issuer and shall be entitled to all of any Note, the benefits of this Indenture equally and there is delivered to proportionately with all other Notes duly issued hereunder. Notwithstanding the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each foregoing provisions of them harmless, thenthis Section 2.07(a), in the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuer in its discretion may, instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes replacement Note under this Section 2.07, the Company Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of counsel and the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 are (to the extent lawful) 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.

Replacement Notes. If any a mutilated Definitive Note is surrendered to the CompanyRegistrar, if a Registrar or the Trustee, or the Company, a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there mutilated Global Note is delivered surrendered to the Company, Issuer or if the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each holder of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee a Note claims that such Note has been acquired by a protected purchaserlost, destroyed or wrongfully taken, the Company Issuer shall execute, issue and upon its written request the Trustee shall authenticate a replacement Note in such form as the Note being replaced if the requirements of the Trustee, the Registrar, the Issuer and deliverthe Subsidiary Guarantors are met. If required by the Trustee, the Registrar, the Issuer or any Subsidiary Guarantor, such holder must provide an indemnity bond or other indemnity, sufficient in exchange the judgment of the Issuer, any Subsidiary Guarantor, the Registrar and the Trustee, to protect the Issuer, the Subsidiary Guarantors, the Trustee and the Registrar and any Agent from any loss which any of them may suffer when such Note is replaced. The Issuer may charge such holder of the Notes for any such mutilated Note or its reasonable, out-of-pocket expenses in lieu of any such destroyed, lost or stolen replacing a Note, a new including reasonable fees and expenses of counsel. Every replacement Note is an additional obligation of like tenor and principal amount, bearing a number not contemporaneously outstandingthe Issuer. In case If any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payablepayable the Issuer may, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion maydiscretion, instead of issuing a new replacement Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 2.8 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost lost, stolen or stolen taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the Trusteeholder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuers shall issue and the Trustee receive evidence to their satisfaction shall authenticate a replacement Note if the requirements of Section 8-405 of the destructionUniform Commercial Code are met, loss or theft of any Note, and there is delivered to such that the Company, holder (a) satisfies the applicable Registrar Issuers and the Trustee within a reasonable time after such security holder has notice of such loss, destruction or indemnity as will be required by them wrongful taking and the Registrar does not register a transfer prior to save each of them harmlessreceiving such notification, then, in the absence of notice (b) makes such request to the Company, such Registrar or Issuers and the Trustee that such prior to the Note has been 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 Issuers and the Trustee. Such holder shall furnish an indemnity bond sufficient in the judgment of the Trustee, with respect to the Trustee, and the Issuers, with respect to the Issuers, to protect the Issuers, the Company shall executeTrustee, the Paying Agent and upon its written request the Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replaced and subsequently presented or claimed for payment. The Issuers and the Trustee shall authenticate may charge the holder for their expenses in replacing a Note (including without limitation, attorneys’ fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuers in its their discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuers. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. (a) If any a mutilated Note is surrendered to the Company, a Registrar or the Trusteeif a Holder claims that its Note has been lost, destroyed or the Company, a Registrar wrongfully taken and the Trustee receive Registrar receives evidence to their its satisfaction of the destructionownership and loss, loss destruction or theft of any such Note, the Company shall issue and there the U.S. Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the U.S. Trustee’s reasonable requirements are otherwise met. An indemnity bond must be provided by the Holder that is delivered sufficient in the judgment of the U.S. Trustee and the Company to protect the Company, the applicable Registrar U.S. Trustee, the Canadian Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge the Holder for the expenses of the Company (including reasonable fees and expenses of counsel) and the U.S. Trustee such security or indemnity as will in replacing a Note. Every replacement Note is a contractual obligation of the Company and shall be required by them entitled to save each all of them harmless, thenthe benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. Notwithstanding the foregoing provisions of this Section 2.07, in the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes replacement Note under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of counsel and the Trustee or the RegistrarU.S. Trustee) in connection connected therewith. Every new Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 are (to the extent lawful) 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.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the Trusteeholder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuers shall issue and the Trustee receive evidence to their satisfaction shall, upon receipt of a written order of the destructionIssuers, loss or theft authenticate a replacement Note if the requirements of any NoteSection 8-405 of the Uniform Commercial Code are met, and there is delivered to such that the Company, holder (a) satisfies the applicable Registrar Issuers and the Trustee within a reasonable time after such security holder has notice of such loss, destruction or indemnity as will be required by them wrongful taking and the Registrar does not register a transfer prior to save each of them harmlessreceiving such notification, then, in the absence of notice (b) makes such request to the Company, such Registrar or Issuers and the Trustee that such prior to the Note has been 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 Issuers and the Trustee. If required by the Trustee or the Issuers, such holder shall furnish an indemnity bond sufficient in the judgment of the Trustee, with respect to the Trustee, and the Issuers, with respect to the Issuers, to protect the Issuers, the Company shall executeTrustee, the Paying Agent and upon its written request the Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replaced and subsequently presented or claimed for payment. The Issuers and the Trustee shall authenticate may charge the holder for their expenses in replacing a Note (including without limitation, attorneys’ fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuers in its their discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuers. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the New York Uniform Commercial Code are met, such that the Holder (a) satisfies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the New York Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee, . If required by the Trustee or the Company, a Registrar and such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to protect the Company, the applicable Trustee, the Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Company and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, may charge the Holder for their expenses in the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired by replacing a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the Trusteeholder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuer shall issue and the Trustee receive evidence to their satisfaction shall authenticate a replacement Note if the requirements of Section 8-405 of the destructionUniform Commercial Code are met, loss or theft such that the holder (a) satisfies any requirement of any Note, and there is delivered to the Company, the applicable Registrar Issuer and the Trustee within a reasonable time after such security holder has notice of such loss, destruction or indemnity as will be required by them wrongful taking and the Registrar does not register a transfer prior to save each of them harmlessreceiving such notification, then, in the absence of notice (b) makes such request to the Company, such Registrar or Issuer and the Trustee that such prior to the Note has been 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 Issuer and the Trustee. If required by the Trustee or the Issuer, such holder shall furnish an indemnity bond sufficient in the judgment of the Trustee, with respect to the Trustee, and the Issuer, with respect to the Issuer, to protect the Issuer, the Company shall executeTrustee, the Paying Agent and upon its written request the Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replaced and subsequently presented or claimed for payment. The Issuer and the Trustee shall authenticate may charge the holder for their expenses in replacing a Note (including, without limitation, attorneys’ fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuer in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuer. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. (a) If any a mutilated Note is surrendered to the Company, a Registrar or if a Holder claims that its Note has been lost, destroyed or wrongfully taken and the Registrar receives evidence to its satisfaction of the ownership and loss, destruction or theft of such Note, the Issuers shall issue and the Trustee, or upon receipt of an Authentication Order, shall authenticate a replacement Note if the CompanyTrustee’s reasonable requirements are otherwise met. An indemnity bond must be provided by the Holder that is sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Registrar Note is replaced. The Issuers may charge the Holder for the expenses of the Issuers and the Trustee receive evidence to their satisfaction (including reasonable respective fees and expenses of counsel) in replacing a Note. Every replacement Note is a contractual obligation of the destruction, loss or theft Issuers and shall be entitled to all of any Note, the benefits of this Indenture equally and there is delivered to proportionately with all other Notes duly issued hereunder. Notwithstanding the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each foregoing provisions of them harmless, thenthis Section 2.07(a), in the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuers in its their discretion may, instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes replacement Note under this Section 2.07, the Company Issuers may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of counsel and the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 are (to the extent lawful) 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.

Replacement Notes. If any (a)(i) a mutilated Note is surrendered to the Company, a Registrar or (ii) the Trustee, or the Company, Holder of a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee Note claims that such Note has been acquired by a protected purchaserlost, destroyed or stolen and provides the Company shall execute, and upon its written request the Trustee shall authenticate and deliverwith (A) evidence of such loss, in exchange for any such mutilated Note theft or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or destruction that is about reasonably satisfactory to become due and payable, or is about to be purchased by the Company pursuant to Article 3, and the Trustee and (B) any amount or kind of security or indemnity that either of the Company in its discretion may, instead or the Trustee reasonably request to protect itself from any loss that it may suffer upon replacement of issuing a new Note, pay or purchase such Note, as and, in either case, (b) such Holder satisfies any other reasonable requirements of the case may be. Upon the issuance of any new Notes under this Section 2.07Trustee, the Company may require including the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including connection with the reasonable fees and expenses replacement of such Note, then, unless the Company or the Trustee receives notice that such Note has been acquired by a bona fide purchaser, the Company will, in accordance with Section 2.05 hereof, promptly execute and deliver to the Trustee, and the Trustee, upon receipt of a Company Order, in accordance with Section 2.05 hereof, and the documents required by Sections 15.03 and 15.04 hereof, will promptly authenticate and deliver, in the name of such Holder, a replacement Note having the same aggregate principal amount as the Note that was mutilated or the Registrar) in connection therewithclaimed to be lost, destroyed or stolen, bearing any restrictive legends required by Section 2.02 or 2.10 hereof and with a certificate number not contemporaneously outstanding. Every new Note issued pursuant to this Section 2.07 2.11 in exchange for any mutilated Note, or in lieu of any mutilated, destroyed, lost or stolen Note shall Note, will constitute an original additional contractual obligation of the CompanyCompany and any other obligor upon the Notes, regardless of whether or not the mutilated, destroyed, lost or stolen Note shall will be at any time enforceable by anyone, and shall will be entitled to all benefits of (and will be subject to all the limitations set forth in) this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 are (to the extent lawful) 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.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the TrusteeHolder claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuers shall issue and the Trustee receive evidence to their satisfaction or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the CompanyUniform Commercial Code are met, such Registrar that the Holder (a) notifies the Issuers or the Trustee that within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note has been 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. If required by the Trustee or the Issuers, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuers, to protect the Issuers, the Company shall executeTrustee, the Authenticating Agent, Paying Agent and upon its written request the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuers and the Trustee shall authenticate may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable fees and deliver, in exchange for expenses of counsel and any tax that may be imposed with respect to the replacement of such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuer in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuers. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any mutilated Senior Secured Note is surrendered to the Company, a Registrar Trustee or the Trustee, Issuer or the Company, a Registrar and the Trustee receive receives evidence to their its satisfaction of the destruction, loss or theft of any Senior Secured Note, the Issuer will issue and there the Trustee, or the Authentication Agent, upon receipt of an Authentication Order, will authenticate a replacement Senior Secured Note if the Trustee’s requirements are met. If required by the Trustee, any Agent, or the Issuer, an indemnity bond must be supplied by the Holder that is delivered to sufficient in the Companyjudgment of the Trustee, the applicable Registrar relevant Agent, and the Issuer to protect the Issuer, the Trustee such security or indemnity as will be required by them to save each and any Agent from any loss that any of them harmlessmay suffer if a Senior Secured Note is replaced. The Issuer, then, in the absence of notice to the Company, such Registrar or the Trustee that and any Agent may charge the relevant Holder for its expenses in replacing a Senior Secured Note. If, after the delivery of such replacement Senior Secured Note, a bona fide purchaser of the original Senior Secured Note has been acquired by a protected purchaserin lieu of which such replacement Senior Secured Note was issued presents for payment or registration such original Senior Secured Note, the Company shall execute, and upon its written request the Trustee shall authenticate and deliverbe entitled to recover such replacement Senior Secured Note from the Person to whom it was delivered or any Person taking therefrom, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, except a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyonebona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer, the Trustee, and any Agent in connection therewith. Subject to the provisions of the final sentence of the preceding paragraph of this Section 2.07, every replacement Senior Secured Note is an obligation of the Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with any and all other Senior Secured Notes duly issued hereunder. The provisions of this Section 2.07 are (to the extent lawful) 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.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the Trusteeholder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuer shall issue and the Trustee receive evidence to their satisfaction shall authenticate a replacement Note if the requirements of Section 8-405 of the destructionUniform Commercial Code are met, loss or theft of any Note, and there is delivered to such that the Company, holder (a) satisfies the applicable Registrar Issuer and the Trustee within a reasonable time after such security holder has notice of such loss, destruction or indemnity as will be required by them wrongful taking and the Registrar does not register a transfer prior to save each of them harmlessreceiving such notification, then, in the absence of notice (b) makes such request to the Company, such Registrar or Issuer and the Trustee that such prior to the Note has been 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 Issuer and the Trustee. If required by the Trustee or the Issuer, such holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Company shall executeTrustee, a Paying Agent and upon its written request the Registrar from any loss or liability that any of them may suffer if a Note is replaced and subsequently presented or claimed for payment. The Issuer and the Trustee shall authenticate may charge the holder for their expenses in replacing a Note (including without limitation, attorneys’ fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuer in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuer. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the CompanyTrustee or if the Holder of a Note claims that a Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a Registrar replacement Note if the Trustee's requirements for replacement are met. An indemnity bond may be required by the Company or the Trustee, or Trustee that is sufficient in the judgment of the Company and the Trustee to protect the Company, a Registrar and the Trustee receive or any Agent from any loss which any of them may suffer if a Note is replaced and evidence to their satisfaction of the destructionapparent loss, loss destruction or theft of any Note, and there is delivered to such Note may be required by the Company, the applicable Registrar Trustee or any Agent. The Company and the Trustee such security or indemnity as will be required by them may charge for their reasonable out-of-pocket expenses (including reasonable attorneys' fees and expenses and any applicable taxes) in replacing a Note pursuant to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstandingthis SECTION 2.06. In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, may pay such Note instead of issuing a new Note in replacement thereof. If after the delivery of such new Note, pay or purchase a bona fide purchaser of the original Note in lieu of which such new Note was issued presents for payment such original Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every shall be entitled to recover such new Note issued pursuant from the person to this Section 2.07 in lieu of whom it was delivered or any mutilatedtransferee thereof, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyoneexcept a bona fide purchaser, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 are (recover upon the security or indemnity provided therefor to the extent lawful) exclusive and shall preclude (to of any loss, damage, cost or expense incurred by the extent lawful) all other rights and remedies with respect to Company or the Trustee in connection therewith. Every replacement or payment Note is an additional obligation of mutilated, destroyed, lost or stolen Notesthe Company.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the TrusteeHolder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuer shall issue and the Trustee receive evidence to their satisfaction shall authenticate (upon receipt of an Authentication Order) a replacement Note if the requirements of Section 8-405 of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the CompanyUniform Commercial Code are met, such Registrar that the Holder (a) satisfies the Issuer or the Trustee that within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note has been 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. Such Holder shall furnish to the Issuer, to the Trustee and, if applicable, the Company shall executePaying Agent or Registrar, an indemnity bond sufficient in their judgment to protect them from any loss that any of them may suffer if a Note is replaced. The Issuer and upon its written request the Trustee shall authenticate may charge the Holder for the Issuer’s or Trustee’s expenses in replacing a Note (including, without limitation, attorneys’ fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuer in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuer. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any mutilated Note is surrendered shall be mutilated, destroyed, lost or stolen, MBIA shall, upon the written request of the Holder of such Note, issue and execute, and the Fiscal Agent shall authenticate and deliver, in replacement thereof, a replacement Note payable to such Holder and in the same principal amount as the Note so mutilated, destroyed, lost or stolen. If the Note being replaced has become mutilated, the Holder shall surrender such Note to the CompanyFiscal Agent. If the Note has been destroyed, a Registrar lost or stolen, the Trustee, or the Company, a Registrar Holder of such Note shall furnish to MBIA and the Trustee receive Fiscal Agent (i) reasonably satisfactory evidence to their satisfaction of such Holder’s ownership of such Note, (ii) reasonably satisfactory evidence of the destruction, loss or theft of any Note, such Note and there is delivered to the Company, the applicable Registrar and the Trustee (iii) such security or indemnity as will may reasonably be required by them MBIA and the Fiscal Agent to save each harmless MBIA and the Fiscal Agent. Upon the issuance of them harmlessa replacement Note pursuant to this Section, then, in the absence of notice Holder requesting such replacement Note shall pay to the Company, Fiscal Agent a sum sufficient to cover any transfer tax or governmental charge payable in connection with the issuance of such Registrar or replacement Note. Any Note issued pursuant to this Section shall be registered with the Trustee that such Registrar. Every replacement Note has been acquired by a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu be an additional obligation of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstandingMBIA. In case If any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company MBIA in its discretion may, instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 2.06 are (to the extent lawful) 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.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the TrusteeHolder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Company shall issue and the Trustee receive evidence to their satisfaction shall authenticate a replacement Note if the requirements of Section 8-405 of the destructionNew York UCC are met, loss such that the Holder (a) satisfies the Company or theft the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC (a “protected purchaser”) and (c) satisfies any Note, and there is delivered other reasonable requirements of the Trustee. Such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee or (ii) the Company to protect the Company, the applicable Trustee, the Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Company and the Trustee may charge the Holder for their expenses in replacing a Note (including without limitation, attorneys’ fees and disbursements in replacing such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Definitive Note is surrendered to a Registrar, if a mutilated Global Note is surrendered to the CompanyIssuer or if a Holder claims that a Note has been lost, destroyed or wrongfully taken, the Issuer shall (at its own expense) issue and the Trustee or the Authenticating Agent shall authenticate a Registrar or replacement Note in such form as the Note being replaced if the requirements of the Trustee, the Registrar, the Issuer and the Guarantors are met. If required by the Trustee, the Registrar, the Issuer or the CompanyGuarantors, a such Holder must provide an indemnity bond or other indemnity, sufficient in the judgment of the Issuer, the Guarantors, the Registrar and the Trustee, to protect the Issuer, the Guarantors, the Trustee receive and the Registrar and any Agent from any loss, fee, expense or liability which any of them may suffer when such Note is replaced and evidence to their reasonable satisfaction of the destructionapparent loss, loss destruction or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will Note may be required by them to save each of them harmlessthe Issuer, then, in the absence of notice to the Company, such Registrar or the Trustee that or any such Note has been acquired by a protected purchaserAgent. The Issuer, the Company shall execute, Trustee and upon its written request the Trustee shall authenticate and deliver, Registrar may charge such Holder of the Notes for their out-of-pocket expenses in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen replacing a Note, a new including properly incurred fees and expenses of counsel and any applicable Taxes thereon. Every replacement Note is an additional obligation of like tenor and principal amount, bearing a number not contemporaneously outstandingthe Issuer. In case If any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3Issuer may, the Company in its discretion maysole discretion, instead of issuing a replacement Note, pay such Note. If after delivery of any such new Note, pay or purchase a bona fide purchaser of the original Note in lieu of which such new Note was issued presents for payment such original Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07Issuer, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every any Agent shall be entitled to recover such new Note issued pursuant from the person to this Section 2.07 in lieu of whom it was delivered or any mutilatedtransferee thereof, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyoneexcept a bona fide purchaser, and shall be entitled to all benefits recover upon any security or indemnity provided therefor to the extent of this Indenture equally and proportionately with any and all other Notes duly issued hereunderloss, damage, cost or expense incurred by the Issuer, the Trustee or any Agent in connection therewith. The provisions of this Section 2.07 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost lost, stolen or stolen taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a 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 within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the 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, . If required by the Trustee or the Company, a Registrar and such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee receive evidence to their satisfaction of protect the destructionTrustee or (ii) the Company, loss or theft of any Note, and there is delivered to protect the Company, the applicable Registrar Trustee, a Paying Agent and the Registrar, from any loss that any of them may suffer if a Note is replaced. The Company and the Trustee may charge the Holder for their expenses in replacing a Note (including, without limitation, reasonable attorneys’ fees and reasonable disbursements in replacing such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the TrusteeHolder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuer shall issue and the Trustee receive evidence to their satisfaction shall authenticate a replacement Note if the requirements of Section 8-405 of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the CompanyUniform Commercial Code are met, such Registrar that the Holder (a) satisfies the Issuer or the Trustee that within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note has been being acquired by a protected purchaserpurchaser as defined in Section 8-303 of the Uniform Commercial Code (a "PROTECTED PURCHASER") and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Issuer, the Company shall executeTrustee, a Paying Agent and upon its written request the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee shall authenticate may charge the Holder for their expenses in replacing a Note (including without limitation, attorneys' fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuer in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuer. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If either (x) any mutilated Note is surrendered to the CompanyTrustee, a the Registrar or the TrusteeIssuers (and, prior to the Escrow Release Date, the Escrow Issuers), or (y) the CompanyIssuers (and, a Registrar prior to the Escrow Release Date, the Escrow Issuers) and the Trustee receive evidence to their satisfaction of the ownership and destruction, loss or theft of any Note, and there is delivered then the Issuers (and, prior to the CompanyEscrow Release Date, the applicable Registrar Escrow Issuers) shall issue and the Trustee such security or indemnity as will be Trustee, upon receipt of an Authentication Order and satisfaction of any other requirements of the Trustee, shall authenticate a replacement Note. If required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarIssuers (and, prior to the Escrow Release Date, the Escrow Issuers), an indemnity bond must be supplied by the Holder that is sufficient in the judgment of both (a) the Trustee to protect the Trustee and (b) the Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) to protect the Issuers (and, prior to the Escrow Release Date, the Escrow Issuers), the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) and the Trustee may charge the Holder for their expenses in connection therewithreplacing a Note. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional is a contractual obligation of the CompanyIssuers (and, whether or not prior to the mutilatedEscrow Release Date, destroyed, lost or stolen Note shall be at any time enforceable by anyone, the Escrow Issuers) and shall be entitled to all of the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 are (to the extent lawful) 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.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the TrusteeHolder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuers shall issue and the Trustee receive evidence to their satisfaction shall authenticate a replacement Note if the requirements of Section 8-405 of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the CompanyUniform Commercial Code are met, such Registrar that the Holder (a) satisfies the Issuers or the Trustee that within a reasonable time after he has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuers or the Trustee prior to the Note has been 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. If required by the Trustee or the Issuers, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Issuers, the Company shall executeTrustee, the Paying Agent and upon its written request the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuers and the Trustee shall authenticate and deliver, may charge the Holder for their expenses in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen replacing a Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuers in its their discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as Note in replacement thereof. Every replacement Note is an additional obligation of the case may beIssuers. Upon the issuance of any new Notes replacement Note under this Section 2.072.08, the Company Issuers may require the payment of a sum sufficient to cover any tax pay all taxes, assessments or other governmental charge charges that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the TrusteeNoteholder 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 Noteholder (i) satisfies the Company and the Trustee within a reasonable time after it has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (ii) makes such request to the Company and the 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 (iii) satisfies any other reasonable requirements of the Trustee and the Company. If required by the Trustee or the Company, such Noteholder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Company, the Trustee, the Paying Agent and the Registrar from any loss that any of them may suffer if a Registrar Note is replaced. The Company and the Trustee receive may charge the Noteholder for their expenses in replacing a Note. In case any Note which has matured or is about to mature or has been properly tendered for repurchase on a Fundamental Change Repurchase Date (and not withdrawn), as the case may be, or is to be converted into Class A Common Stock, shall become mutilated or be destroyed, lost or wrongfully taken, the Company may, instead of issuing a substitute Note, pay or authorize the payment of or convert or authorize the conversion of the same (without surrender thereof except in the case of a mutilated Note), as the case may be, if the applicant for such payment or conversion shall furnish to the Company, to the Trustee and, if applicable, to an authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or in connection with such substitution, and, in every case of destruction, loss or wrongful taking, the applicant shall also furnish to the Company, the Trustee and, if applicable, any Registrar, Paying Agent or Conversion Agent evidence to their satisfaction of the destruction, loss or theft wrongful taking of any Note, such Notes and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithownership thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 ‎Section 2.09 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies solely with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the CompanyTrustee or if the Holder of a Note claims that a Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a Registrar replacement Note if the Trustee’s requirements for replacement are met. An indemnity bond may be required by the Company or the Trustee, or Trustee that is sufficient in the judgment of the Company and the Trustee to protect the Company, a Registrar and the Trustee receive or any Agent from any loss which any of them may suffer if a Note is replaced and evidence to their satisfaction of the destructionapparent loss, loss destruction or theft of any Note, and there is delivered to such Note may be required by the Company, the applicable Registrar Trustee or any Agent. The Company and the Trustee such security or indemnity as will be required by them may charge for their reasonable out-of-pocket expenses (including reasonable attorneys’ fees and expenses and any applicable taxes) in replacing a Note pursuant to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstandingthis Section 2.06. In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, may pay such Note instead of issuing a new Note in replacement thereof. If after the delivery of such new Note, pay or purchase a bona fide purchaser of the original Note in lieu of which such new Note was issued presents for payment such original Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every shall be entitled to recover such new Note issued pursuant from the person to this Section 2.07 in lieu of whom it was delivered or any mutilatedtransferee thereof, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyoneexcept a bona fide purchaser, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 are (recover upon the security or indemnity provided therefor to the extent lawful) exclusive and shall preclude (to of any loss, damage, cost or expense incurred by the extent lawful) all other rights and remedies with respect to Company or the Trustee in connection therewith. Every replacement or payment Note is an additional obligation of mutilated, destroyed, lost or stolen Notesthe Company.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the TrusteeHolder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuers shall issue and the Trustee receive evidence to their satisfaction or the Authenticating Agent, upon receipt of the destructionan authentication order, loss or theft of any shall authenticate a replacement Note, and there is delivered to such that the Company, Holder (a) notifies the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar Issuers or the Trustee that within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuers or the Trustee prior to the Note has been 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. If required by the Trustee, each Agent or the Issuers, such Holder shall furnish an indemnity bond ​ ​ ​ sufficient in the judgment of the Trustee and the Issuers to protect the Issuers, the Company shall executeTrustee, the Authenticating Agent, Paying Agent and upon its written request the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuers and the Trustee shall authenticate may charge the Holder for their expenses in replacing a Note including reasonable fees and deliver, in exchange for any such mutilated Note or in lieu expenses of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstandingcounsel. In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuers in its their discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuers. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the TrusteeHolder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuers shall issue and the Trustee receive evidence to their satisfaction or Authenticating Agent shall authenticate a replacement Note if the requirements of Section 8-405 of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the CompanyNew York UCC are met, such Registrar that the Holder (a) satisfies the Issuers or the Trustee that within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuers or the Trustee prior to the Note has been being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee or (ii) the Issuers to protect the Issuers, the Company shall executeTrustee, a Paying Agent and upon its written request the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuers and the Trustee shall authenticate may charge the Holder for their expenses in replacing a Note (including without limitation, attorneys’ fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuers in its their discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuers. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the Trusteeholder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuer shall issue and the Trustee receive evidence to their satisfaction shall authenticate a replacement Note if the requirements of Section 8-405 of the destructionUniform Commercial Code are met, loss or theft of any Note, and there is delivered to such that the Company, holder (a) satisfies the applicable Registrar Issuer and the Trustee within a reasonable time after such security holder has notice of such loss, destruction or indemnity as will be required by them wrongful taking and the Registrar does not register a transfer prior to save each of them harmlessreceiving such notification, then, in the absence of notice (b) makes such request to the Company, such Registrar or Issuer and the Trustee that such prior to the Note has been 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 Issuer and the Trustee. Such holder shall furnish an indemnity bond sufficient in the judgment of the Trustee, with respect to the Trustee, and the Issuer, with respect to the Issuer, to protect the Issuer, the Company shall executeTrustee, the Paying Agent and upon its written request the Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replaced and subsequently presented or claimed for payment. The Issuer and the Trustee shall authenticate may charge the holder for their expenses in replacing a Note (including without limitation, attorneys’ fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuer in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to and authenticated in accordance with this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute Indenture is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuer. The provisions of this Section 2.07 ‎Section 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Note or Definitive Registered Certificate is surrendered to the Company, a Registrar or if the TrusteeHolder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuer shall issue and the Trustee receive evidence to their satisfaction shall authenticate a replacement Note or Definitive Registered Certificate, as applicable, if the requirements of Section 8-405 of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the CompanyUniform Commercial Code are met, such Registrar that the Holder (a) satisfies the Issuer or the Trustee that within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note has been or Definitive Registered Certificate, as applicable, 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. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Issuer, the Company shall executeTrustee, the relevant Paying Agent and upon its written request the Registrar from any loss that any of them may suffer if a Note or Definitive Registered Certificate is replaced. The Issuer and the Trustee shall authenticate may charge the Holder for their expenses in replacing a Note or Definitive Registered Certificate, including fees and deliver, in exchange expenses of counsel and for any tax that may be imposed in replacing such mutilated Note or in lieu of any such destroyedDefinitive Registered Certificate, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstandingas applicable. In case any such the event that a Global Note or Definitive Registered Certificate is mutilated, destroyedlost, lost destroyed or stolen wrongfully taken and such Global Note or the Definitive Registered Note evidenced thereby, as applicable, has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuer in its discretion may, may pay such Note instead of issuing a new Note, pay Note or purchase such NoteDefinitive Registered Certificate, as the case may be. Upon the issuance of any new Notes under this Section 2.07applicable, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuer. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen Noteswrongfully taken Notes or Definitive Registered Certificates.

Replacement Notes. (a) If (i) any mutilated Note is surrendered to the Company, a Registrar or the Trustee, or the Company, a Registrar and the Trustee receive receives evidence to their its satisfaction of the destruction, loss or theft of any Note, Note and (ii) there is delivered to the Company, the applicable Registrar Trustee and the Trustee Control Party such security or indemnity as will may be required by them to save each of them harmlesshold the Co-Issuers, the Trustee and the Control Party harmless then, in provided that the absence requirements of notice to Section 2.8(f) and Section 8-405 of the Company, such Registrar or the Trustee that such Note has been acquired by a protected purchaserNew York UCC are met, the Company Co-Issuers shall execute, execute and upon its written their request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note, but not a new Note mutilated Note, shall have become, or within seven (7) days shall be, due and payable, instead of like tenor and principal amountissuing a replacement Note, bearing a number not contemporaneously outstanding. In case any the Co-Issuers may (with the consent of the Control Party) pay such mutilated, destroyed, lost or stolen Note has become when so due or is about to become due and payablepayable without surrender thereof. If, after the delivery of such replacement Note or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation pursuant to the proviso to the preceding sentence, a protected purchaser (within the meaning of Section 8-303 of the CompanyNew York UCC) of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, whether or not the mutilatedCo-Issuers, destroyed, lost or stolen Note the Trustee and the Control Party shall be at entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any time enforceable by anyonePerson taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a protected purchaser, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 are (recover upon the security or indemnity provided therefor to the extent lawful) exclusive and shall preclude (to of any loss, damage, cost or expense incurred by the extent lawful) all other rights and remedies with respect to Co-Issuers, the replacement Trustee or payment of mutilated, destroyed, lost or stolen Notesthe Control Party in connection therewith.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the TrusteeHolder claims that the Note has been lost, destroyed or wrongfully taken, the Initial Issuer or the CompanyIssuers, a Registrar as the case may be, shall issue and the Trustee receive evidence to their satisfaction or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the CompanyUniform Commercial Code are met, such Registrar that the Holder (a) notifies the Issuer or the Trustee that within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note has been 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. If required by the Trustee or the Initial Issuer or the Issuers, as the case may be, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Initial Issuer or the Issuers, as the case may be, to protect the Initial Issuer or the Issuers, as the case may be, the Company shall executeTrustee, the Authenticating Agent, Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Initial Issuer or the Issuers, as the case may be, and upon its written request the Trustee shall authenticate may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable fees and deliver, in exchange for expenses of counsel and any tax that may be imposed with respect to the replacement of such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuer in its discretion may, may pay such Note instead of issuing a new Note, pay Note in replacement thereof. Every replacement Note is an additional obligation of the Initial Issuer or purchase such Notethe Issuers, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every new Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the TrusteeHolder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuer shall issue and the Trustee receive evidence to their satisfaction shall authenticate a replacement Note if the requirements of Section 8-405 of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the CompanyUniform Commercial Code are met, such Registrar that the Holder (a) satisfies the Issuer or the Trustee that within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note has been being acquired by a protected purchaserpurchaser as defined in Section 8-303 of the Uniform Commercial Code (a "PROTECTED PURCHASER") and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Issuer, the Company shall executeTrustee, a Paying Agent and upon its written request the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee shall authenticate may charge the Holder for their expenses in replacing a Note (including, without limitation, attorneys' fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuer in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuer. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or the Trustee, or if the CompanyHolder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and, upon receipt of a Registrar written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, the Trustee shall authenticate a replacement Note (and the Guarantors shall execute the Guarantees thereon) if the Holder of such Note furnishes to the Issuer and the Trustee receive evidence reasonably acceptable to their satisfaction them of the ownership and the destruction, loss or theft of any Notesuch Note and if the requirements of Section 8-405 of the New York Uniform Commercial Code as in effect on the date of this Indenture are met. An indemnity bond shall also be posted, and there is delivered sufficient in the judgment of all to protect the CompanyIssuer, the applicable Guarantors, the Trustee, the Registrar and any Paying Agent from any loss that any of them may suffer if such Note is replaced. The Issuer may charge such Holder for the Issuer’s reasonable out-of-pocket expenses in replacing such Note and the Trustee such security or indemnity as will be required by them to save each of them harmlessmay charge the Issuer for the Trustee’s reasonable out-of-pocket expenses (including, thenwithout limitation, attorneys’ fees and disbursements) in the absence of notice to the Company, such Registrar or the Trustee that replacing such Note has been acquired by and may require the payment of a protected purchasersum sufficient to cover any tax, assessment, fee or other charge that may be imposed in relation thereto and any other expenses (including the Company shall execute, reasonable out-of-pocket fees and upon its written request expenses of the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstandingTrustee) connected therewith. In case the event any such mutilated, lost, destroyed, lost or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuer in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen replacement Note shall constitute an original additional a contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuer. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilatedlost, destroyed, lost mutilated or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the TrusteeHolder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuer and Holdings shall issue and the Trustee receive evidence to their satisfaction shall authenticate a replacement Note if the requirements of Section 8-405 of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the CompanyUniform Commercial Code are met, such Registrar that the Holder (a) satisfies the Issuer and Holdings or the Trustee that within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer and Holdings or the Trustee prior to the Note has been 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. If required by the Trustee, Holdings or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Issuer, the Company shall executeTrustee, a Paying Agent and upon its written request the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer, Holdings and the Trustee shall authenticate may charge the Holder for their expenses in replacing a Note (including, without limitation, attorneys’ fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuer and Holdings in its their discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, Issuer and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderHoldings. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a 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 Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the 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, . If required by the Trustee or the Company, a Registrar and such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to protect the Company, the applicable Trustee, a Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Company and the Trustee may charge the Holder for their expenses in replacing a Note (including without limitation, attorneys' fees and disbursements in replacing such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuers in its their discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuers. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Certificated Note is surrendered to the Company, a Registrar or the Trustee, if a mutilated Global Note is surrendered to the Company or the Company, a Registrar Trustee or if the Company and the Trustee receive evidence to their satisfaction that any Note has been lost, destroyed or stolen, the Company shall issue and the Trustee shall authenticate a replacement Note in such form as the Notes mutilated, lost, destroyed or wrongfully taken if (i) in the case of a lost, destroyed or stolen Note, the Holder of such Note furnishes to the Company, the Trustee and, in the case of a Certificated Note, the Registrar, evidence reasonably acceptable to them of the ownership and the destruction, loss or theft of any Notesuch Note and (ii) an indemnity bond shall be posted by the Holder requesting replacement, and there is delivered sufficient in the judgment of each to protect the Company, the applicable Registrar and (in the case of a Certificated Note ), the Trustee such security or indemnity as will be required by them to save each any Agent from any loss that any of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that may suffer if such Note has been acquired by a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstandingis replaced. In case any such mutilated, destroyed, lost or stolen Note has become or is about Prior to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07such replacement Note, the Trustee shall notify the Company of any request therefor. The Company may require charge such Holder for the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Company's out-of-pocket expenses in relation thereto replacing such Note and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or may charge the Registrar) Holder for the Trustee's expenses in connection therewithreplacing such Note. Every new Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen replacement Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, Company and shall be entitled to all of the benefits of this Indenture equally and proportionately proportionally with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawfulpermitted by applicable law) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen Notes.

Replacement Notes. If In case any Note shall become mutilated Note is surrendered to or be destroyed, lost or stolen, the CompanyBorrower shall execute, a Registrar or the Trustee, or the Company, a Registrar and the Trustee receive shall authenticate and deliver, a new Note, in exchange and substitution for the mutilated Note or in lieu of and substitution for the Note destroyed, lost or stolen. In every case, the applicant for a substituted Note shall furnish to the Borrower and the Trustee such security or indemnity as may be required by them to hold each of them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Borrower and to the Trustee evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired by a protected purchaser, and of the Company shall execute, and upon its written request the ownership thereof. The Trustee shall may authenticate and deliver, in exchange for any such mutilated substituted Note and deliver the same upon the request or in lieu authorization of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Note, pay or purchase such Note, as the case may beBorrower. Upon the issuance of any new Notes under this Section 2.07substituted Note, the Company Borrower may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (connected therewith, including the reasonable fees and expenses of the Trustee. In case any Note which has matured or is about to mature or has been called for prepayment or has been presented for conversion shall become mutilated or be destroyed, lost or stolen, the Borrower may, instead of issuing a substitute Note, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Note) if the applicant for such payment shall furnish the Borrower and the Trustee with such security or indemnity as may be required by them to hold each of them harmless, and, in case of destruction, loss or theft, evidence to the Registrar) satisfaction of the Borrower and the Trustee of the destruction, loss or theft of such Note and of the ownership thereof. If, after the delivery of such replacement Note, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment or registration such original Note, the Trustee shall be entitled to recover such replacement Note from the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the borrower or Trustee in connection therewith. Every new substituted Note issued pursuant to the provisions of this Section 2.07 in lieu of 2.06 upon evidence that any mutilated, Note is destroyed, lost or stolen Note shall shall, with respect to such Note, constitute an original additional contractual obligation of the CompanyBorrower, whether or not the mutilated, destroyed, lost or stolen Note shall be found at any time enforceable by anyonetime, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The All Notes shall be held and owned upon the express condition that the foregoing provisions of this Section 2.07 are (to the extent lawful) 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, and shall preclude any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or the Trustee, or if the CompanyHolder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and, upon receipt of a Registrar written order of the Issuer in the form of an Officer’s Certificate in accordance with Section 2.01, the Trustee shall authenticate a replacement Note (and the Guarantors shall execute the Guarantees thereon) if the Holder of such Note furnishes to the Issuer and the Trustee receive evidence reasonably acceptable to their satisfaction them of the ownership and the destruction, loss or theft of any Notesuch Note and if the requirements of Section 8-405 of the New York Uniform Commercial Code as in effect on the date of this Indenture are met. An indemnity bond shall also be posted, and there is delivered sufficient in the judgment of all to protect the CompanyIssuer, the applicable Guarantors, the Trustee, the Registrar and any Paying Agent from any loss that any of them may suffer if such Note is replaced. The Issuer may charge such Holder for the Issuer’s reasonable out-of-pocket expenses in replacing such Note and the Trustee such security or indemnity as will be required by them to save each of them harmlessmay charge the Issuer for the Trustee’s reasonable out-of-pocket expenses (including, thenwithout limitation, attorneys’ fees and disbursements) in the absence of notice to the Company, such Registrar or the Trustee that replacing such Note has been acquired by a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax tax, assessment, fee or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable out-of-pocket fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen replacement Note shall constitute an original additional a contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuer. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilatedlost, destroyed, lost mutilated or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the TrusteeHolder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company, a Registrar Issuer shall issue and the Trustee receive evidence to their satisfaction shall authenticate a replacement Note if the Issuer determines that the requirements of Section 8-405 of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the CompanyUniform Commercial Code are met, such Registrar that the Holder (a) satisfies the Issuer or the Trustee that within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note has been 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. If required by the Trustee or the Issuer, such Holder shall furnish an affidavit of loss and an indemnity bond sufficient in the judgment of the Trustee to protect the Trustee, and the Issuer to protect the Issuer, the Company shall executeTrustee, the Paying Agent, the Registrar and upon its written request any co-registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee shall authenticate and deliver, may charge the Holder for their expenses in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen replacing a Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuer in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may beNote in replacement thereof. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses Every replacement Note is an additional Obligation of the Trustee or the Registrar) in connection therewith. Every new Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuer. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any mutilated the holder of a Note is surrendered to claims that the CompanyNote has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a Registrar replacement Note if the Trustee's requirements are met. If required by the Trustee or the Company as a condition of receiving a replacement Note, the holder of a Note must provide a certificate of loss and an indemnity and/or an indemnity bond sufficient, in the judgment of both the Company and the Trustee, or the Company, a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to fully protect the Company, the applicable Registrar Trustee, any Agent and any authenticating agent from any loss, liability, cost or expense which any of them may suffer or incur if the Note is replaced. The Company and the Trustee may charge the relevant holder for their expenses in replacing any Note. The Trustee or any authenticating agent may authenticate any such substituted Note, and deliver the same upon the receipt of such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired by a protected purchaserTrustee, the Company shall executeand, and upon its written request the Trustee shall authenticate and deliverif applicable, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Note, pay or purchase such Note, as the case authenticating agent may berequire. Upon the issuance of any new Notes under this Section 2.07substituted Note, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection connected therewith. Every new In case any Note issued which has matured or is about to mature, or has been submitted for repurchase pursuant to this Section 2.07 in lieu of any mutilated4.06 or is about to be converted into Common Stock pursuant to Article XII, shall become mutilated or be destroyed, lost or stolen stolen, the Company may, instead of issuing a substitute Note, pay or authorize the payment of or convert or authorize the conversion of the same (without surrender thereof except in the case of a mutilated Note), as the case may be, if the applicant for such payment or conversion shall furnish to the Company, to the Trustee and, if applicable, to the authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or connected with such substitution, and, in case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable, any paying agent or conversion agent of the destruction, loss or theft of such Note shall constitute and of the ownership thereof. Every replacement Note is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, Company and shall be entitled to all the benefits of provided under this Indenture equally and proportionately with any and all other Notes duly issued issued, authenticated and delivered hereunder. The provisions of this Section 2.07 are (to the extent lawful) 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.

Replacement Notes. If any a mutilated Note is surrendered to the CompanyTrustee or if the Holder of a Note claims that a Note has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a Registrar replacement Note if the Trustee’s requirements for replacement are met. An indemnity bond may be required by the Company or the Trustee, or Trustee that is sufficient in the judgment of the Company and the Trustee to protect the Company, a Registrar and the Trustee receive or any Agent from any loss which any of them may suffer if a Note is replaced and evidence to their satisfaction of the destructionapparent loss, loss destruction or theft of any Note, and there is delivered to such Note may be required by the Company, the applicable Registrar Trustee or any Agent. The Company and the Trustee such security or indemnity as will be required by them may charge for their reasonable out-of-pocket expenses (including reasonable attorneys’ fees and expenses and any applicable taxes) in replacing a Note pursuant to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that such Note has been acquired by a protected purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstandingthis Section 2.07. In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, may pay such Note instead of issuing a new Note in replacement thereof. If after the delivery of such new Note, pay or purchase a bona fide purchaser of the original Note in lieu of which such new Note was issued presents for payment such original Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every shall be entitled to recover such new Note issued pursuant from the person to this Section 2.07 in lieu of whom it was delivered or any mutilatedtransferee thereof, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyoneexcept a bona fide purchaser, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 are (recover upon the security or indemnity provided therefor to the extent lawful) exclusive and shall preclude (to of any loss, damage, cost or expense incurred by the extent lawful) all other rights and remedies with respect to Company or the Trustee in connection therewith. Every replacement or payment Note is an additional obligation of mutilated, destroyed, lost or stolen Notesthe Company.

Replacement Notes. If any a mutilated Note is surrendered to the Company, a Registrar or if the Trusteeholder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the CompanyIssuer shall issue and, upon receipt of an Authentication Order, the Trustee shall authenticate a Registrar replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the holder (a) satisfies the Issuer and the Trustee receive evidence within a reasonable time after such holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to their satisfaction of the destructionreceiving such notification, loss or theft of any Note, and there is delivered (b) makes such request to the Company, the applicable Registrar Issuer and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice prior to the Company, such Registrar or the Trustee that such Note has been 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 Issuer and the Trustee. If required by the Trustee or the Issuer, such holder shall furnish an indemnity bond or security sufficient in the judgment of the Trustee, with respect to the Trustee, and the Issuer, with respect to the Issuer, to protect the Issuer, the Company shall executeTrustee, the Paying Agent and upon its written request the Registrar from any loss or liability that any of them may suffer if a Note is replaced and subsequently presented or claimed for payment. The Issuer and the Trustee shall authenticate may charge the holder for their expenses in replacing a Note (including without limitation, attorneys’ fees and deliver, disbursements in exchange for any replacing such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company Issuer in its discretion may, may pay such Note instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed Note in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewithreplacement thereof. Every new replacement Note issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute is an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunderIssuer. The provisions of this Section 2.07 2.08 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Notes.

Replacement Notes. If any a mutilated Note is surrendered to the CompanyTrustee, a Registrar together with such security or indemnity as may be required by the Company or the TrusteeTrustee to save each of them harmless, or the Company, a Registrar Company shall execute and the Trustee receive shall authenticate and deliver a replacement Notes of the same series, principal amount and Stated Maturity, if the Trustee's requirements are met. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Note, Note and there is delivered to the Company, the applicable Registrar and the Trustee (ii) such security or indemnity as will may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company, such Registrar Company or the Trustee that such Note has been acquired by a protected bona fide purchaser, the Company shall execute, execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or deliver in lieu of any such destroyed, lost or stolen Note, a new replacement Note of like tenor the same series, principal amount and principal amount, Stated Maturity containing identical terms and provisions and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, or is about to be purchased by the Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Note, pay or purchase such Note, as the case may be. Upon the issuance of any new Notes Note under this Section 2.07Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the RegistrarTrustee) in connection connected therewith. Every new Note of any series issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes of that series duly issued hereunder. The provisions of this Section 2.07 are (to the extent lawful) 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.