Common use of Replacement Securities Clause in Contracts

Replacement Securities. If the Holder of a Security claims that the Security has been mutilated, destroyed, lost or stolen, the Corporation may issue and the Trustee shall authenticate a replacement Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation and the Trustee to protect the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Security. In case any such mutilated, destroyed, lost or stolen Security has become due and payable, the Corporation in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.8, the Corporation 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 expenses (including all fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional obligation of the Corporation, whether or not the destroyed, lost or stolen Security 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 Securities of the same series. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If the Holder of a Security claims that the Security has been mutilated, destroyed, lost or stolen, the Corporation may issue and the Trustee shall authenticate a replacement Security of the same series with identical terms as the Securities exchangedexchanged if the requirements of Section 8-405 of the Uniform Commercial Code (or any successor provision) are met. Such holder Holder shall furnish an indemnity bond sufficient in the judgment of the Corporation and the Trustee to protect the Corporation, the Guarantor, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Security. In case any such mutilated, destroyed, lost or stolen Security has become due and payable, the Corporation in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Guarantor, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Guarantor, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.82.08, the Corporation 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 expenses (including all fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 2.08 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional obligation of the Corporation, whether or not the destroyed, lost or stolen Security 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 Securities of the same series. The provisions of this Section 2.8 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If any mutilated Security is surrendered to the Trustee or if the Holder of a Security claims and submits an affidavit or other evidence, satisfactory to the Trustee and the Company, to the effect that the Security has been mutilatedlost, destroyed, lost destroyed or stolenwrongfully taken, the Corporation may Company shall issue and the Trustee Trustee, upon receipt of the authentication order of the Company in the form of an Officers' Certificate, shall authenticate a replacement Security of if the same series with identical terms as Trustee's requirements are met. If required by the Securities exchanged. Such holder shall furnish Trustee or the Company, such Holder must provide an indemnity bond or other indemnity, sufficient in the judgment of both the Corporation Company and the Trustee Trustee, to protect the CorporationCompany, the Trustee, the Paying Agent, the Registrar and Trustee or any co-registrar Agent from any loss which any of them may suffer if a Security is replaced. The Corporation Company and the Trustee may charge such Holder for their expenses in replacing a Security. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Corporation Company in its discretion discretion, but subject to any conversion rights, may, instead of issuing a new Security, pay such Security (without surrender thereof except Security, upon satisfaction of the conditions set forth in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.8, the Corporation 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 expenses (including all fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewithpreceding paragraph. Every new Security of any series issued pursuant to this Section 2.8 2.07 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and such new Security shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 2.07 are 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 Securities.

Replacement Securities. If the Holder of a mutilated or defaced Security claims or a Security with a mutilated or defaced coupon appertaining to it surrenders such Security to the Trustee or if the Holder of a Security presents evidence to the satisfaction of the Company and the Trustee that the Security has been mutilatedlost, destroyeddestroyed or wrongfully taken or that a coupon has been lost, lost stolen or stolenwrongfully taken and surrenders the Security to which such coupon appertains with all appurtenant coupons not so lost, stolen or wrongfully taken, the Corporation may Company shall issue and the Trustee shall authenticate a replacement Security of the same series and of like tenor, with identical terms coupons corresponding to the coupons, if any, appertaining to the surrendered Security. In case any such mutilated, defaced, lost, destroyed or wrongfully taken Security or coupon has or is about to become due and payable, the Company may pay the Security or coupon instead of issuing a new Security or coupon; provided, however, that payment of principal of and any interest on and Additional Amounts with respect to Bearer Securities shall, except as otherwise provided in Section 4.02, be payable only at an office or agency located outside the United States and, unless otherwise specified as contemplated by Section 2.01, any interest on Bearer Securities exchangedshall be payable only upon presentation and surrender of the coupons appertaining thereto. Such holder shall furnish If required by the Trustee or the Company, an indemnity bond must be provided which is sufficient in the judgment of the Corporation Company and the Trustee to protect the Corporation, Company and the Trustee, the Paying Agent, the Registrar and Trustee or any co-registrar Agent from any loss which any of them may suffer if a Security is replaced. The Corporation Company and the Trustee may charge the Holder for their fees and expenses in replacing a Security. In case any such mutilated, destroyed, lost or stolen Security has become due and payable, the Corporation in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.8, the Corporation may require the for payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including all fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewiththereto. Every new replacement Security of any series issued pursuant to this Section 2.8 in lieu of any destroyedseries, lost or stolen Security or in exchange for any mutilated Securitywith its coupons, shall constitute if any, is an original additional obligation of the Corporation, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with any and all other Securities of the same series. The provisions of that series and their coupons, if any, duly issued under this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen SecuritiesIndenture.

Replacement Securities. If any mutilated Securities are surrendered to the Trustee or the Issuers or if the Holder of a Security claims that the Security has been mutilatedlost, destroyed, lost destroyed or stolenwrongfully taken, the Corporation may Issuers will issue and the Trustee shall Trustee, upon receipt of an Authentication Order, will authenticate a replacement Security if the Holder satisfies any reasonable requirements of the same series with identical terms as Trustee and the Securities exchangedIssuers. Such holder shall furnish If required by the Trustee or the Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Corporation Trustee and the Trustee Issuers to protect the CorporationIssuers, the Trustee, the Paying Agent, the Registrar any Agent and any co-registrar authenticating agent from any loss which that any of them may suffer if a Security is replaced. The Corporation Issuers and the Trustee may charge the Holders for their each of its expenses in replacing a Security. In case any such mutilated, destroyed, lost lost, or stolen Security has become or is about to become due and payable, the Corporation Issuers in its their sole discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.82.07, the Corporation Issuers 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 2.07 in exchange for any mutilated Security or in lieu of any destroyed, lost lost, or stolen Security or in exchange for any mutilated Security, shall will constitute an original additional contractual obligation of the CorporationIssuers, whether or not the mutilated, destroyed, lost lost, or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 2.07 are exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost lost, or stolen Securities.

Replacement Securities. If any mutilated Security is surrendered to the Holder Company, a Registrar or the Trustee, or the Company, a Registrar and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to hold each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the Corporationprincipal amount, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.82.07, the Corporation 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 all the reasonable fees and expenses of the Trustee, Trustee or the Paying Agent, the Registrar and any co-registrar for such SecurityRegistrar) connected in connection therewith. Every new Security of any series issued pursuant to this Section 2.8 2.07 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the mutilated, destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 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 there placement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If (a) any mutilated Security is surrendered to the Holder Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Company shall execute and upon its written request the Trustee shall authenticate and the Registrar shall deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the CorporationPrincipal Amount at Maturity, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.8Section, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If (a) any mutilated Security ---------------------- - is surrendered to the Holder Trustee or (b) the Company and the Trustee receive - evidence to their satisfaction of a the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such Security claims or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Company shall execute in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as and of like tenor and principal amount, bearing a number not contemporaneously outstanding, each Guarantor shall execute the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation notation on such new Security relating to its Guarantee thereof, and upon Company Order the Trustee to protect the Corporation, the Trustee, the Paying Agent, the Registrar shall authenticate and any co-registrar from any loss which any of them may suffer if a make such new Security is replaced. The Corporation and the Trustee may charge available for their expenses in replacing a Securitydelivery. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Company pursuant to Article 4 hereof, the Company in its discretion may, instead of issuing a new Security of the same series and of like tenor and principal amount, or pay or purchase such Security, pay such Security (without surrender thereof except in as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security under this Section 2.83.8, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected in connection therewith. Every new Security of any series issued pursuant to this Section 2.8 3.8 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Securityand every Guarantee with respect thereto, shall constitute an original additional contractual obligation of the CorporationCompany and each Guarantor thereunder, as the case may be, whether or not the mutilated, destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 3.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If any mutilated Security is surrendered to the Holder Trustee, together with such security or indemnity as may be required by the Corporation or the Trustee to save each of them and any agent of either of them harmless, the Corporation shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security claims of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding and shall cancel and dispose of such mutilated security in accordance with its customary procedures. If there shall be delivered to the Corporation and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as 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 Corporation or the Trustee that the such Security has been acquired by a bona fide purchaser, the Corporation shall execute and the Trustee shall authenticate and deliver, in lieu of any such mutilated, destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If, after the Securities exchanged. Such holder delivery of such new Security, a bona fide purchaser of the original Security in lieu of which such new Security was issued presents for payment or registration such original Security, the Trustee shall furnish an be entitled to recover such new Security from the party to whom it was delivered or any party taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity bond sufficient in provided therefor to the judgment extent of any loss, damage, cost or expense incurred by the Corporation and the Trustee to protect the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securityconnection therewith. In case any such mutilated, destroyed, lost or stolen Security has become due and payable, the Corporation in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.8Section, the Corporation 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 expenses in connection therewith (including all fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith). Every new Security of any series issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional obligation of the Corporation, whether or not the destroyed, lost or stolen Security 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 Securities of the same series. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a mutilated Security is surrendered to the Trustee or the Registrar or if the Holder of a Security claims shall provide the Trustee and the Company with evidence to their satisfaction that the Security has been mutilatedlost, destroyed, lost destroyed or stolenwrongfully taken, the Corporation may Company shall issue and execute and the Trustee shall authenticate a replacement Security (with related Guarantees executed by the Guarantors) if the Trustee's requirements for replacement of Securities are met and the Holder satisfies any other reasonable requirements of the same series with identical terms as Trustee. If required by the Securities exchanged. Such holder shall furnish Company or the Trustee, such Holder must provide an indemnity bond or other indemnity, sufficient in the reasonable judgment of the Corporation Company, the Guarantors and the Trustee Trustee, to protect the CorporationCompany, the TrusteeGuarantors, the Paying Agent, the Registrar Trustee and any co-registrar Agent from any loss which any of them may suffer if a Security is replaced. The Corporation and Company or the Trustee may charge such Holder for their its reasonable expenses in replacing a Security. In case any such mutilated, destroyed, lost or stolen Security has become due and payable, the Corporation in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.8, the Corporation 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 expenses (including all reasonable fees and expenses of counsel. If after the Trusteedelivery of such new Security, a bona fide purchaser of the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new original Security of any series issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen which such new Security or in exchange was issued presents for any mutilated payment such original Security, shall constitute an original additional obligation of the Corporation, whether or not Company and the destroyed, lost or stolen Security Trustee shall be at entitled to recover such new Security from the person to whom it was delivered or any time enforceable by anyonetransferee thereof, except a bona fide purchaser, and shall be entitled to all recover upon the benefits of this Indenture equally and proportionately with any and all other Securities of the same series. The provisions of this Section 2.8 are exclusive and shall preclude (security or indemnity provided therefor to the extent lawful) all other rights of any loss, damage, cost or expense incurred by the Company or the Trustee in connection therewith. Every replacement Security is an additional obligation of the Company and remedies with respect to every replacement Guarantee shall constitute an additional obligation of the replacement or payment of mutilated, destroyed, lost or stolen SecuritiesGuarantors.

Replacement Securities. If (a) any mutilated Security ------------------------------------- is surrendered to the Holder Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Company shall execute, and the Trustee, upon receipt of a Company Order, shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the CorporationPrincipal Amount at Maturity, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.8Section, the Corporation Company may require the payment of Holder thereof to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the mutilated, destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If the Holder of (a) any mutilated Security or a Security claims with a mutilated Coupon is surrendered to the Company or the Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such Security and/or Coupon or indemnity as may reasonably be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Company shall execute in exchange for any such mutilated Security and/or Coupon, or in lieu of any such destroyed, lost or stolenstolen Security, a new Security with any related Coupon of the Corporation may issue same series and of like tenor and principal amount bearing a number not contemporaneously outstanding and the Trustee shall authenticate a replacement and make such new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation and the Trustee to protect the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Corporation and the Trustee may charge available for their expenses in replacing a Securitydelivery. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be redeemed by the Corporation Company pursuant to Article Eleven, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent related Coupon, as the case may be; provided, however, that payment of principal of, premium, if any, or interest on or any of themAdditional Amounts with respect to any Bearer Securities shall, except as otherwise provided in Section 1002, be payable only at an Office or Agency for such Securities located outside the United States and, unless otherwise provided in or pursuant to this Indenture, any interest on Bearer Securities and any Additional Amounts with respect to such interest shall be payable only upon presentation and surrender of the destruction, loss or theft of such Security and the ownership thereofrelated Coupons. Upon the issuance of any new Security Securities, with its Coupons, if any, under this Section 2.8Section, the Corporation 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 expenses (including all the reasonable fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected in connection therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional obligation of the Corporation, whether or not the destroyed, lost or stolen Security 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 Securities of the same series. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If (a) any mutilated Security is surrendered to the Holder Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of a the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such Security claims or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been mutilatedacquired 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 Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the Corporationprincipal amount, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.82.08, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 2.08 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If (a) any mutilated Security is ---------------------- surrendered to the Holder Company or the Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Company shall execute, ---- ---- and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the CorporationPrincipal Amount, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.8Section, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected in connection therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If (a) any mutilated Security is surrendered to the Holder Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Company shall execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the CorporationOriginal Principal Amount, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitycertificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be redeemed or purchased by the Corporation Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.82.07, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 2.07 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If (a) any mutilated Security is surrendered to the Holder Company, the Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company, the Registrar and the Trustee such security or indemnity as may be requested by them to save each of them harmless, then, in the absence of any notice to the Company, the Registrar or the Trustee that the such Security has been mutilatedacquired by a protected purchaser (within the meaning of Section 8-303 of the Uniform Commercial Code as adopted in the State of New York), the Company shall execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the Corporationprincipal amount, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitycertificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be redeemed by the Corporation Company pursuant to ARTICLE III or repurchased by the Company pursuant to ARTICLE IV or ARTICLE V, the Company in its discretion may, instead of issuing a new Security, pay pay, redeem or repurchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.82.7, the Corporation Company may require the payment of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in relation thereto and any other expenses (including all the fees and expenses of the Trustee, Trustee or the Paying Agent, the Registrar and any co-registrar for such SecurityRegistrar) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 2.7 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 2.7 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been mutilatedlost, destroyed, lost destroyed or stolenwrongfully taken, the Corporation may Issuer shall issue and upon receipt of a Company Order, the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the same series with identical terms 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the Securities exchangedUniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such holder If required by the Trustee or the Issuer, such Holder shall furnish an indemnity, security and/or indemnity bond sufficient in the judgment of the Corporation Issuer and the Trustee to protect the CorporationIssuer, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which that any of them may suffer if a Security is replaced. The Corporation Issuer and the Trustee may charge the Holder a sum sufficient for their expenses in replacing a Security. In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Security has become or is about to become due and payable, the Corporation Issuer in its discretion may, may pay such Security instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such replacement thereof. Every replacement Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, is an additional Obligation of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.8, the Corporation 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 expenses (including all fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional obligation of the Corporation, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesIssuer. The provisions of this Section 2.8 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Securities.

Replacement Securities. If In the Holder event that any Contract Security is not delivered due to any occurrence, act or event beyond the control of the Depositor and of the Trustee (such a Contract Security claims that the Security has been mutilated, destroyed, lost or stolenbeing herein called a "Special Security"), the Corporation Depositor may issue instruct the Trustee to purchase Replacement Securities which have been selected by the Depositor having a cost not in excess of the cost of the Special Securities not so delivered. To be eligible for inclusion in the Trust, the Replacement Securities which the Depositor selects must: (i) be of the same type as that replaced (E.G., both will be common stock or preferred stock); (ii) in the Depositor's judgment, closely resemble the Special Security as respects the investment characteristics which led the Depositor to select the Special Security for inclusion in the Trust; and (iii) be purchased within twenty days after delivery of notice of the failed contract to the Trustee or to the Depositor, whichever occurs first. Any Replacement Securities received by the Trustee shall authenticate a replacement Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation and the Trustee to protect the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Security. In case any such mutilated, destroyed, lost or stolen Security has become due and payable, the Corporation in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.8, the Corporation 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 expenses (including all fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional obligation of the Corporation, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, deposited hereunder and shall be entitled subject to all the benefits terms and conditions of this Indenture equally and proportionately with any and all to the same extent as other Securities deposited hereunder. No such deposit of Replacement Securities shall be made after the earlier of (i) 90 days after the date of execution and delivery of the same seriesapplicable Reference Trust Agreement or (ii) the first Distribution Date to occur after the date of execution and delivery of the applicable Reference Trust Agreement. The Whenever a Replacement Security is acquired by the Depositor pursuant to the provisions of this Section 2.8 are exclusive 3.07, the Trustee shall, within five days thereafter, mail to all Unit Holders notices of such acquisition, including an identification of the Special Security and the Replacement Security acquired. The purchase price of a Replacement Security shall preclude (be paid out of the funds in the principal account attributable to the extent lawful) all other rights Special Security which it replaces. The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any purchase made pursuant to any such instructions from the Depositor and remedies with respect in the absence of such instructions the Trustee shall have no duty to purchase any Replacement Securities under this Indenture. The Depositor shall not be liable for any failure to instruct the replacement Trustee to purchase any Replacement Security or payment for errors of mutilated, destroyed, lost or stolen Securitiesjudgment in selecting any Replacement Security.

Replacement Securities. If (i) any mutilated Security is surrendered to the Holder Trustee, or (ii) the Company and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Company and the Guarantor shall execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue a new Security and the Trustee shall authenticate related Guarantee of like tenor and principal amount, bearing a replacement Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation and the Trustee to protect the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitycertificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Company pursuant to Article III, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.82.7, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 2.7 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 2.7 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If (a) any mutilated Security is surrendered to the Holder Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Company shall execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the CorporationPrincipal Amount, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Company pursuant to Articles XII or XIII hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.8Section, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the mutilated, destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or the Trustee, or if the Holder of a Security claims that the Security has been mutilatedlost, destroyed, lost destroyed or stolenwrongfully taken, the Corporation may Issuer shall issue and and, upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate a replacement Security of the same series with identical terms as (and the Securities exchanged. Such holder Guarantors shall furnish an indemnity bond sufficient in execute the judgment Guarantees thereon) if the Holder of such Security furnishes to the Corporation Issuer and the Trustee evidence reasonably acceptable to protect them of the Corporation, the Trustee, the Paying Agent, the Registrar ownership and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Security. In case any such mutilated, destroyed, lost or stolen Security has become due and payable, the Corporation in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and if the ownership thereofHolder (a) files with the Issuer a sufficient indemnity bond and executes a customary indemnity agreement; (b) satisfies other reasonable requirements imposed by the Issuer or the Trustee; and (c) complies with any applicable law as in effect on the Issue Date. Upon If required by the issuance of any new Security under this Section 2.8Trustee, the Corporation Agents or the Issuer, an indemnity bond shall be posted, sufficient in the judgment of all to protect the Issuer, the Guarantors, the Trustee, the Registrar, the Transfer Agent, and any Paying Agent from any loss that any of them may suffer if such Security is replaced. The Issuer may charge such Holder for the Issuer’s reasonable out-of-pocket expenses in replacing such Security and the Trustee may charge the Issuer for the Trustee’s out-of-pocket expenses (including, without limitation, reasonable attorneys’ fees and disbursements) in replacing such Security and 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 expenses (including all the reasonable out-of-pocket fees and expenses of the Trustee, Trustee incurred prior to the Paying Agent, occurrence of an Event of Default and the Registrar out-of-pocket fees and any co-registrar for such Securityexpenses of the Trustee incurred following the occurrence of an Event of Default) connected therewith. Every new replacement Security of any series issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional a contractual obligation of the Corporation, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesIssuer. The provisions of this Section 2.8 2.09 are 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 Securities.

Replacement Securities. If any mutilated Security is surrendered to the Trustee or if the Holder of a Security claims and submits an affidavit or other evidence, satisfactory to the Trustee and the Company, to the effect that the Security has been mutilatedlost, destroyed, lost destroyed or stolen, the Corporation may Company shall issue and the Trustee Trustee, upon receipt of the authentication order of the Company in the form of an Officers’ Certificate, shall authenticate a replacement Security of if the same series with identical terms as Trustee’s requirements are met. If required by the Securities exchanged. Such holder shall furnish Trustee or the Company, such Holder must provide an indemnity bond or other indemnity, sufficient in the judgment of both the Corporation Company and the Trustee Trustee, to protect the CorporationCompany, the Trustee, the Paying Agent, the Registrar and Trustee or any co-registrar agent thereof from any loss which any of them may suffer if a Security is replaced. The Corporation Company and the Trustee may charge such Holder for their expenses in replacing a Security. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Corporation Company in its discretion discretion, but subject to any conversion rights, may, instead of issuing a new Security, pay such Security (without surrender thereof except Security, upon satisfaction of the conditions set forth in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.8, the Corporation 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 expenses (including all fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewithpreceding paragraph. Every new Security of any series issued pursuant to this Section 2.8 2.07 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and such new Security shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 2.07 are 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 Securities.

Replacement Securities. If (a) any mutilated Security is surrendered to the Holder Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Company shall execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the CorporationPrincipal Amount at Maturity, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.8Section, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the mutilated, destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If (a) any mutilated security is surrendered to the Holder Company, a Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that the such Security has been mutilatedacquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly, and which may be a standing order), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the Corporationprincipal amount, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Company pursuant to Article III, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporationmay be, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofaccordance herewith. Upon the issuance of any new Security Securities under this Section 2.82.7, the Corporation Company may require the payment of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including all the reasonable fees and expenses of the Trustee, Trustee or the Paying Agent, the Registrar and any co-registrar for such SecurityRegistrar) connected in connection therewith. Every new Security of any series issued pursuant to this Section 2.8 2.7 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the mutilated, destroyed, lost or stolen Security 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 Securities of the same seriesduly issued and outstanding hereunder. The provisions of this Section 2.8 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 Securities.

Replacement Securities. If a defaced or mutilated Security of any series is surrendered to the Trustee or if a Holder of a Security claims that the its Security of any series has been mutilatedlost, destroyed, lost destroyed or stolenwrongfully taken and presents to the Trustee, the Corporation may Company, the Guarantor and any Agent evidence to their satisfaction of the loss, destruction or wrongful taking of such Security, the Company shall issue and the Trustee shall authenticate a replacement Security of such series and tenor and principal amount, having a Guarantee executed by the same series with identical terms as the Securities exchangedGuarantor endorsed thereon, bearing a number not contemporaneously outstanding. Such holder shall furnish an An indemnity bond must be furnished that is sufficient in the judgment of the Corporation Trustee, the Company and the Trustee Guarantor to protect the Corporation, the Trustee, the Paying AgentCompany, the Registrar Guarantor and any co-registrar Agent from any loss which that any of them may suffer if a Security is replaced. The Corporation Company may charge such Holder for its expenses and the expenses of the Trustee may charge for their expenses (including without limitation attorneys’ fees and expenses) in replacing a Security. In case any such mutilated, destroyeddefaced, lost lost, destroyed or stolen wrongfully taken Security has become or is about to become due and payable, the Corporation Company and the Guarantor in its their discretion may, may pay such Security instead of issuing a new Security, pay such Security (without surrender thereof except with the Guarantee endorsed thereon) in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership replacement thereof. Upon the issuance of any new Every replacement Security under this Section 2.8, the Corporation 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 expenses (including all fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such SecurityGuarantee endorsed thereon) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute is an original additional obligation of the Corporation, whether or not Company and the destroyed, lost or stolen Security shall be at any time enforceable by anyone, Guarantor and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of such series and the same seriesGuarantee endorsed thereon duly authenticated and delivered hereunder. The To the extent permitted by law, the foregoing provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen wrongfully taken Securities.

Replacement Securities. If any mutilated Security is surrendered to the Holder Trustee, or the Company and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been mutilatedacquired by a protected purchaser (within the meaning of Section 8-303 of the Uniform Commercial Code), the Company shall execute, and upon the Company's written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement anew Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the Corporationprincipal amount, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.8Section, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If any mutilated Security is surrendered to the Holder Trustee, the Issuer shall issue and execute and, subject to applicable law and the reasonable requirements of the Issuer or the Trustee, the Trustee shall certify and deliver in exchange therefor a new Security of the same Series (and, in the case of a Security claims Series with more than one Tranche, the same Tranche) containing identical terms and provisions and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Issuer and the Trustee: (i) evidence to their satisfaction of the destruction, loss or theft of any Security; and (ii) such surety bond or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of written notice to the Issuer or a Trust officer of the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Issuer shall execute and upon its request the Trustee shall certify and make available for delivery, in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series Series (and, in the case of a Series with more than one Tranche, the same Tranche) containing identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment and provisions and of the Corporation like tenor and the Trustee to protect the Corporation, the Trustee, the Paying Agent, the Registrar principal amount and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Corporation Issuer in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.8Section, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series Series (or, in the case of a Series with more than one Tranche, any Tranche) issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional obligation of the CorporationIssuer, whether or not the destroyed, lost or stolen Security 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 Securities of that Series (or, in the same seriescase of a Series with more than one Tranche, any Tranche) duly issued hereunder. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a defaced or mutilated Security of any series is surrendered to the Trustee or if a Holder of a Security claims that the its Security of any series has been mutilatedlost, destroyed, lost destroyed or stolenwrongfully taken, the Corporation may Company shall, subject to the further provisions of this Section 2.8, issue and the Trustee shall authenticate a replacement Security of such series and tenor and principal amount bearing a number not contemporaneously outstanding. The Company may charge such Holder for any tax or other governmental charge that may be imposed as a result of or in connection with replacing a Security and for its expenses land the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment expenses of the Corporation Trustee (including without limitation attorneys’ fees and the Trustee to protect the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Corporation and the Trustee may charge for their expenses expenses) in replacing a Security. In case any such mutilated, destroyeddefaced, lost lost, destroyed or stolen wrongfully taken Security has become or is about to become due and payable, the Corporation Company in its discretion may, may pay such Security instead of issuing a new SecuritySecurity in replacement thereof. If required by the Trustee or the Company, pay such Security (without surrender thereof except i) an indemnity bond must be furnished that is sufficient in the judgment of both the Trustee and the Company to protect the Company, the Trustee and any Agent from any loss that any of them may suffer if a security is replaced or paid as provided in this Section 2.8 and (ii) in the case of a mutilated Security) if the applicant for such payment shall furnish lost, destroyed or wrongfully taken security, evidence must be furnished to the Corporationsatisfaction of both the Trustee and the Company of the loss, destruction or wrongful taking of such Security. Notwithstanding the foregoing, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security company and the ownership thereof. Upon the issuance of any new Trustee shall have no obligation to replace or pay a Security under this Section 2.8, the Corporation 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 expenses (including all fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any destroyedif either the, lost Company or stolen the Trustee has notice that such Security or in exchange for any mutilated Security, shall constitute has been acquired by a bona fide purchaser. Every replacement Security is an original additional obligation of the Corporation, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, Company and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of Indenture. To the same series. The extent permitted bylaw, the foregoing provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen wrongfully taken Securities.

Replacement Securities. If (a) any mutilated ---------------------- Security is surrendered to the Holder Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Company shall execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the Corporationprincipal amount, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitycertificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.82.7, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 2.7 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 2.7 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If any mutilated Security is surrendered to the Trustee, the Company shall issue and execute and, if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Company or the Trustee, the Trustee shall authenticate and deliver in exchange therefor a new Security claims of the same Series and of like tenor and principal amount and 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 Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of written notice to the Company or a Trust Officer of the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment Series and of the Corporation like tenor and the Trustee to protect the Corporation, the Trustee, the Paying Agent, the Registrar principal amount and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Corporation Company in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.8Section, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series Series issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional obligation of the CorporationCompany, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesthat Series duly issued hereunder. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If (i) any mutilated Security is surrendered to the Holder Trustee or (ii) the Company and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company, the Subsidiary Guarantors and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Company will execute, the Subsidiary Guarantors will execute the notation of Subsidiary Guarantees, and upon Company Order the Trustee will authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as tenor and principal amount, having the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment notation of the Corporation and the Trustee to protect the CorporationSubsidiary Guarantees thereon, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Corporation Company in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.8Section, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall will constitute an original additional continual obligation of the CorporationCompany and the respective Subsidiary Guarantors, whether or not the mutilated, destroyed, lost or stolen Security shall will 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 are exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Security is replaced. The Company and the Trustee may charge for their expenses in replacing a Security. Every replacement Security is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Securities duly issued hereunder.

Replacement Securities. If a mutilated Security or any Security with a mutilated coupon appertaining to it is surrendered to the Trustee or if the Holder of a Security claims that the Security or any coupon has been mutilatedlost, destroyed, lost destroyed or stolenwrongfully taken, the Corporation may Issuer shall issue and the Trustee shall authenticate and deliver a replacement Security of the same series with identical terms as Series if the Securities exchangedrequirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. Such holder If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Corporation Issuer and the Trustee to protect the CorporationIssuer, the Trustee, the Paying Agent, the Registrar and Trustee or any co-registrar Agent from any loss which any of them may suffer if a Security or coupon is replaced. The Corporation Issuer and the Trustee may each charge such Holder for their its reasonable out-of-pocket expenses in replacing a Security. In case any such mutilated, destroyed, lost or stolen Security has become due and payable, the Corporation in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish pursuant to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.82.08, the Corporation 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 expenses (including all reasonable fees and expenses of counsel and of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new replacement Security of any series Series with its coupons, if any, issued pursuant to this Section 2.8 in lieu of any destroyedlost, lost destroyed or stolen wrongfully taken Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationIssuer, whether or not the destroyedlost, lost destroyed or stolen wrongfully taken Security or coupon 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 Securities of that Series and its coupons, if any, duly issued hereunder. In case any such mutilated, destroyed, lost or wrongfully taken Security or coupon has become or is about to become due and payable, the same seriesIssuer in its discretion may, instead of issuing a new Security or coupon, pay such Security or coupon; provided, however, that payment of principal of (and premium, if any), any interest on and any Additional Amounts with respect to Bearer Securities shall, except as otherwise provided in Section 2.04, be payable only at an office or agency located outside the United States and, unless otherwise specified as contemplated by Section 2.02, any interest on Bearer Securities shall be payable only upon presentation and surrender of the coupons appertaining thereto. The provisions of this Section 2.8 2.08 are 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 Securities.

Replacement Securities. If any mutilated Security is surrendered to the Holder Trustee, or the Company and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them and each Subsidiary Guarantor harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been mutilatedacquired by a protected purchaser (within the meaning of Section 8-303 of the Uniform Commercial Code as adopted in the State of New York), the Company shall execute, and upon the Company’s written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding and having endorsed thereon the same series with identical terms as Guarantees executed by the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation and the Trustee to protect the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a SecuritySubsidiary Guarantors. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.8Section, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany and the respective Subsidiary Guarantors, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If any mutilated Security is surrendered to the Holder Company, a Registrar or the Trustee, or the Company, a Registrar and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, 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 the such Security has been mutilatedacquired by a bona fide purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the Corporationprincipal amount, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.82.7, the Corporation 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 all the reasonable fees and expenses of the Trustee, Trustee or the Paying Agent, the Registrar and any co-registrar for such SecurityRegistrar) connected in connection therewith. Every new Security of any series issued pursuant to this Section 2.8 2.7 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the mutilated, destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 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 Securities.

Replacement Securities. If a defaced or mutilated Security of any series is surrendered to the Trustee or if a Holder of a Security claims that the its Security of any series has been mutilatedlost, destroyed, lost destroyed or stolenwrongfully taken, the Corporation may Company shall, subject to the further provisions of this Section 2.08, issue and the Trustee shall authenticate a replacement Security of such series and tenor and principal amount bearing a number not contemporaneously outstanding. The Company may charge such Holder for any tax or other governmental charge that may be imposed as a result of or in connection with replacing a Security and for its expenses and the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment expenses of the Corporation Trustee (including without limitation attorneys' fees and the Trustee to protect the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Corporation and the Trustee may charge for their expenses expenses) in replacing a Security. In case any such mutilated, destroyeddefaced, lost lost, destroyed or stolen wrongfully taken Security has become or is about to become due and payable, the Corporation Company in its discretion may, may pay such Security instead of issuing a new SecuritySecurity in replacement thereof. If required by the Trustee or the Company, pay such (i) an indemnity bond must be furnished that is sufficient in the judgment of both the Trustee and the Company to protect the Company, the Trustee and any Agent from any loss that any of them may suffer if a Security is replaced or paid as provided in this Section 2.08 and (without surrender thereof except ii) in the case of a mutilated lost, destroyed or wrongfully taken Security) if the applicant for such payment shall furnish , evidence must be furnished to the Corporationsatisfaction of both the Trustee and the Company of the loss, destruction or wrongful taking of such Security. Notwithstanding the foregoing, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security Company and the ownership thereof. Upon the issuance of any new Trustee shall have no obligation to replace or pay a Security under this Section 2.8, the Corporation 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 expenses (including all fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any destroyed, lost 2.08 if either the Company or stolen the Trustee has notice that such Security or in exchange for any mutilated Security, shall constitute has been acquired by a bona fide purchaser. Every replacement Security is an original additional obligation of the Corporation, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, Company and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of such series duly authenticated and delivered hereunder. To the same series. The extent permitted by law, the foregoing provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen wrongfully taken Securities.

Replacement Securities. If (a) any mutilated Security is surrendered to the Holder Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Company shall execute and the Trustee, upon receipt of a Company Order, shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the Corporationprincipal amount, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitycertificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.82.7, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 2.7 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 2.7 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been mutilatedlost, destroyed, lost destroyed or stolenwrongfully taken, the Corporation may Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the same series with identical terms 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 has not registered a transfer prior to receiving such notification, (b) makes such request to the Company or Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Securities exchangedUniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such holder If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Corporation Company and the Trustee to protect the CorporationCompany, the Trustee, the Paying Agent, Agent and the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Corporation and , and, in the absence of notice to the Company, any Subsidiary Guarantor or the Trustee may charge that such Security has been acquired by a bona fide purchaser, the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate and make available for their expenses delivery, in replacing exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a Securitynew Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Corporation Company in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.8Section, the Corporation Company may require the payment of that such Holder pay a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including all the fees and expenses of counsel and of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected in connection therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, any Subsidiary Guarantor (if applicable) and any other obligor upon the Securities, whether or not the mutilated, destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a mutilated Security is surrendered to the Holder of Registrar or if a Security Securityholder claims that the Security has been mutilated, destroyed, lost or stolen, the Corporation may issue Company shall issue, each Guarantor shall endorse its Guarantee thereon and the Trustee shall authenticate a replacement Security of if the same series with identical terms as the Securities exchanged. Such holder shall furnish Holder provides an indemnity bond or other security, sufficient in the judgment of the Corporation and the Trustee Trustee, to protect the CorporationCompany, the Trustee, the Paying Agent, the Registrar and Trustee or any co-registrar of their agents from any loss which the Company, the Trustee or any of them their agents may suffer if a Security is replaced. The Corporation replaced and the Trustee may charge for their expenses in replacing a Security. In case Holder satisfies any such mutilated, destroyed, lost or stolen Security has become due and payable, the Corporation in its discretion may, instead other reasonable requirements of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.8, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series Security, issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and any such new Security, shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of the same serieslike tenor, if any, duly issued hereunder. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. Every replacement Security is an additional obligation of the Company and each Guarantor and shall be subject to all applicable terms and conditions of this Indenture and shall be entitled to an benefits thereof.

Replacement Securities. If (a) any mutilated Security ---------------------- is surrendered to the Holder Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Company shall execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the CorporationPrincipal Amount at Maturity, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.8Section, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If (a) any mutilated Security is surrendered to the Holder Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Company shall execute and, upon the Company's written request, the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the Corporationprincipal amount, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Company pursuant to Article 3, the Company in its discretion (but subject to any conversion rights) may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.82.7, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 2.7 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 2.7 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been mutilatedlost, destroyed, lost destroyed or stolenwrongfully taken, the Corporation may Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the same series with identical terms 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the Securities exchangedUniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such holder If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Corporation Trustee and the Trustee Issuer to protect the CorporationIssuer, each Guarantor, the Trustee, the Paying Agent, Agent and the Registrar and any co-registrar from any loss which that any of them may suffer if a Security is replaced. The Corporation Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including attorneys’ fees and disbursements in replacing such Security). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Security has become or is about to become due and payable, the Corporation Issuer in its discretion may, may pay such Security instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership replacement thereof. Upon the issuance of any new Every replacement Security under this Section 2.8, the Corporation 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 expenses (including all fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute is an original additional obligation of the Corporation, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, Issuer and shall will be entitled to all of the benefits of this Indenture equally and proportionately with any and all other Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 2.08 are 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 Securities.

Replacement Securities. If (a) any mutilated Security is surrendered to the Holder Company or the Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been mutilatedacquired by a BONA FIDE purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the CorporationPrincipal Amount, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.8Section, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected in connection therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If (a) any mutilated Security is surrendered to the Holder Company, a Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that the such Security has been mutilatedacquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the Corporationprincipal amount, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be redeemed pursuant to Article 3 or purchased by the Corporation Company pursuant to Article 4 or Article 5, the Company in its discretion may, instead of issuing a new Security, pay pay, redeem or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporationmay be, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofaccordance herewith. Upon the issuance of any new Security Securities under this Section 2.82.7, the Corporation Company may require the payment of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including all the reasonable fees and expenses of the Trustee, Trustee or the Paying Agent, the Registrar and any co-registrar for such SecurityRegistrar) connected in connection therewith. Every new Security of any series issued pursuant to this Section 2.8 2.7 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the mutilated, destroyed, lost or stolen Security 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 Securities of the same seriesduly issued and outstanding hereunder. The provisions of this Section 2.8 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 Securities.

Replacement Securities. If the Holder of a Security claims that the Security has been mutilated, destroyed, lost or stolen, the Corporation may issue and the Trustee shall authenticate a replacement Security of the same series with identical terms as the Securities exchangedexchanged if the requirements of Section 8-405 (or any successor provision) of the Uniform Commercial Code are met. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation and the Trustee to protect the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Security. In case any such mutilated, destroyed, lost or stolen Security has become due and payable, the Corporation in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.82.10, the Corporation 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 expenses (including all fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 2.10 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional obligation of the Corporation, whether or not the destroyed, lost or stolen Security 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 Securities of the same series. The provisions of this Section 2.8 2.10 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If (a) any mutilated Security is ---------------------- surrendered to the Holder Company or the Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Company shall execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the CorporationContingent Principal Amount, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.8Section, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected in connection therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If (a) any mutilated security is surrendered to the Holder Company, a Registrar or the Trustee or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to hold each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that the such Security has been mutilatedacquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the CorporationPrincipal Amount, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payablepayable or repurchased by the Company pursuant to Article III, the Corporation Company in its discretion may, instead of issuing a new Security, pay or repurchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporationmay be, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofaccordance herewith. Upon the issuance of any new Security Securities under this Section 2.82.7, the Corporation Company may require the payment of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including all the reasonable fees and expenses of the Trustee, Trustee or the Paying Agent, the Registrar and any co-registrar for such SecurityRegistrar) connected in connection therewith. Every new Security of any series issued pursuant to this Section 2.8 2.7 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the mutilated, destroyed, lost or stolen Security 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 Securities of the same seriesduly issued and outstanding hereunder. The provisions of this Section 2.8 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 Securities.

Replacement Securities. If any mutilated Securities are surrendered to the Trustee or the Issuers or if the Holder of a Security claims that the Security has been mutilatedlost, destroyed, lost destroyed or stolenwrongfully taken, the Corporation may applicable Issuer will issue and the Trustee shall Trustee, upon receipt of an Authentication Order, will authenticate a replacement Security if the Holder satisfies any reasonable requirements of the same series with identical terms as Trustee and the Securities exchangedIssuers. Such holder shall furnish If required by the Trustee or the Issuers, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Corporation Trustee and the Trustee Issuers to protect the CorporationIssuers, the Trustee, the Paying Agent, the Registrar any Agent and any co-registrar authenticating agent from any loss which that any of them may suffer if a Security is replaced. The Corporation Issuers and the Trustee may charge the Holders for their each of its expenses in replacing a Security. In case any such mutilated, destroyed, lost lost, or stolen Security has become or is about to become due and payable, the Corporation applicable Issuer in its sole discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.82.07, the Corporation applicable Issuer 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 2.07 in exchange for any mutilated Security or in lieu of any destroyed, lost lost, or stolen Security or in exchange for any mutilated Security, shall will constitute an original additional contractual obligation of the Corporationapplicable Issuer, whether or not the mutilated, destroyed, lost lost, or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 2.07 are exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost lost, or stolen Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the such Security has been mutilatedlost, destroyeddestroyed or stolen and the Holder provides evidence of the loss, lost theft or stolendestruction satisfactory to the Company and the Trustee, the Corporation may Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the same series with identical terms as Uniform Commercial Code are met and the Securities exchangedHolder satisfies any other reasonable requirements of the Trustee. Such holder If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Corporation Company and the Trustee to protect the CorporationCompany, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which that any of them may suffer if a Security is replaced. The Corporation Company and the Trustee may charge the Holder for their expenses in replacing a Security. In case any such mutilated, destroyed, lost or stolen Security has become due and payable, the Corporation in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security Securities under this Section 2.82.07, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 2.07 in exchange for any mutilated Security, or in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany and any other obligor upon the Securities, whether or not the mutilated, destroyed, lost or stolen Security 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 Securities of the same series. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securitiesduly issued hereunder.

Replacement Securities. If (a) any mutilated Security is surrendered to the Holder Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Company shall execute and, upon its written request, the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the CorporationPrincipal Amount, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be repurchased or redeemed by the Corporation Company pursuant to Article 3 hereof, or converted pursuant to Article 11 hereof, the Company in its discretion may, instead of issuing a new Security, pay pay, repurchase or redeem such Security (without surrender thereof except in Security, or issue the underlying securities, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.82.07, the Corporation may Company may, as a condition to such issuance, 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 2.07 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the mutilated destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been mutilatedlost, destroyed, lost destroyed or stolenwrongfully taken, the Corporation may Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the same series with identical terms Uniform Commercial Code are met, such that the Securityholder (a) satisfies the Company or the Trustee within a reasonable time after such Securityholder has notice of such loss, destruction or wrongful taking and the Xxxxxxxxx does not register a transfer prior to receiving such notification, (b) makes such request to the Company or Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Securities exchangedUniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such holder shall If required by the Trustee or the Company, such Holder must furnish an indemnity bond that is sufficient in the judgment of the Corporation Trustee and the Trustee Company to protect the CorporationCompany, the Trustee, the Paying Agent, the Registrar and any co-registrar Agent or any authenticating agent from any loss which any of them may suffer if a Security is replaced. The Corporation Company and the Trustee may charge for their expenses in replacing a Security. If, after the delivery of such replacement Security, a protected purchaser of the original Security in lieu of which such replacement Security was issued presents for payment or registration such original Security, the Trustee shall be entitled to recover such replacement Security from the Person to whom it was delivered or any Person taking therefrom, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Trustee or the Company in connection therewith. Every replacement Security is a contractual obligation of the Company. In case any such mutilated, destroyed, lost or stolen wrongfully taken Security has become or is about to become due and payable, the Corporation Company in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.8, the Corporation 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 expenses (including all fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional obligation of the Corporation, whether or not the destroyed, lost or stolen Security 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 Securities of the same series. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen wrongfully taken Securities.

Replacement Securities. If (a) any mutilated Security is surrendered to the Holder Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Company shall execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the CorporationPrincipal Amount at Maturity, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Company pursuant to Article 3 hereof, the Company in its discretion may, instead - of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.8Section, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If (a) any mutilated Security is surrendered to the Holder Trustee, or (b) the Issuer and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Issuer and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer or the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Issuer shall execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the CorporationPrincipal Amount, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Issuer pursuant to Articles 15 or 16 hereof, the Issuer in its discretion may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.8Section, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationIssuer, whether or not the mutilated, destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a mutilated Security is surrendered to the Holder Trustee, together with, in proper cases, such security or indemnity as may be required by the Company or the Trustee to save each of a Security claims that the Security has been mutilated, destroyed, lost or stolenthem harmless, the Corporation may issue Company shall execute and the Trustee shall authenticate and deliver a replacement Registered Security, if such surrendered Security was a Registered Security of the same series with identical terms as and date of maturity. If there shall be delivered to the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation Company and the Trustee (i) evidence to protect their satisfaction of the Corporationdestruction, loss or theft of any Security and (ii) such security or indemnity as 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 or the Trustee that such Security has been acquired by a bona fide purchaser, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Corporation Company shall execute and the Trustee may charge for their expenses shall authenticate and deliver in replacing lieu of any such destroyed, lost or stolen Security a replacement Registered Security, if such Xxxxxx’s claim appertains to a Registered Security, of the same series and principal amount, containing identical terms and provisions and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Corporation Company in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.8Section, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar its agents and any co-registrar for such Securitycounsel) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesthat series duly issued hereunder. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If (a) any mutilated Security is surrendered to the Holder Trustee, or (b) the Issuer and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Issuer and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer or the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Issuer shall execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the CorporationPrincipal Amount, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Issuer pursuant to Articles 13 or 14 hereof, the Issuer in its discretion may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.8Section, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationIssuer, whether or not the mutilated, destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been mutilatedlost, destroyed, lost destroyed or stolenwrongfully taken, the Corporation may Company shall issue and the Trustee, upon the Company’s written INSTRUCTION, SHALL AUTHENTICATE A REPLACEMENT SECURITY IF THE REQUIREMENTS OF SECTION 8-405 OF THE UNIFORM COMMERCIAL CODE ARE MET AND 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 SECURITY BEING ACQUIRED BY A PROTECTED PURCHASER AS DEFINED IN SECTION 8-303 OF THE UNIFORM COMMERCIAL CODE AND (C) SATISFIES ANY OTHER REASONABLE REQUIREMENTS OF THE COMPANY, THE REIT, THE GUARANTORS AND THE TRUSTEE. If required by the Trustee shall authenticate a replacement Security of or the same series with identical terms as the Securities exchanged. Such holder Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Corporation and the Trustee Company to protect the CorporationCompany, the REIT, the Guarantors, the Trustee, the Paying Agent, the Registrar and any co-registrar and in the judgment of the Trustee to protect the Trustee, the Paying Agent, the Registrar and any of the Trustee’s agents from any loss which any of them may suffer if a Security is replaced. The Corporation Company and the Trustee may charge the Holder for their expenses in replacing a Security. In case any such mutilated, destroyed, lost or stolen Security has become due and payable, the Corporation in its discretion may, instead of issuing a new Security, pay such Security (including without surrender thereof except limitation attorneys’ fees and disbursements in the case of a mutilated replacing such Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such ). Every replacement Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, is an additional Obligation of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.8, the Corporation 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 expenses (including all fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional obligation of the Corporation, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesCompany. The provisions of this Section 2.8 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Securities.

Replacement Securities. If (a) any mutilated Security is surrendered to the Holder Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been mutilatedacquired 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 Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the Corporationprincipal amount, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitycertificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.82.07, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 2.07 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been mutilatedlost, destroyed, lost destroyed or stolenwrongfully taken, the Corporation may Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the same series with identical terms New York 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 Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Securities exchangedUniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such holder shall If required by the Trustee or the Company, such Holder must furnish an indemnity bond that is sufficient in the judgment of the Corporation Trustee and the Trustee Company to protect the CorporationCompany, the Trustee, the Paying Agent, the Registrar and any co-registrar Agent or any authenticating agent from any loss which any of them may suffer if a Security is replaced. The Corporation Company and the Trustee may charge for their expenses in replacing a Security. If, after the delivery of such replacement Security, a protected purchaser of the original Security in lieu of which such replacement Security was issued presents for payment or registration such original Security, the Trustee shall be entitled to recover such replacement Security from the Person to whom it was delivered or any Person taking therefrom, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Trustee or the Company in connection therewith. Every replacement Security is a contractual obligation of the Company. In case any such mutilated, destroyed, lost or stolen wrongfully taken Security has become or is about to become due and payable, the Corporation Company in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.8, the Corporation 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 expenses (including all fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional obligation of the Corporation, whether or not the destroyed, lost or stolen Security 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 Securities of the same series. The provisions of this Section 2.8 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen wrongfully taken Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or the Trustee, or if the Holder of a Security claims that the Security has been mutilatedlost, destroyed, lost destroyed or stolenwrongfully taken, the Corporation may Issuer shall issue and and, upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate a replacement Security of the same series with identical terms as (and the Securities exchanged. Such holder Guarantors shall furnish an indemnity bond sufficient in execute the judgment Guarantees thereon) if the Holder of such Security furnishes to the Corporation Issuer and the Trustee evidence reasonably acceptable to protect them of the Corporation, the Trustee, the Paying Agent, the Registrar ownership and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Security. In case any such mutilated, destroyed, lost or stolen Security has become due and payable, the Corporation in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and if the ownership thereofrequirements of Section 8-405 of the New York Uniform Commercial Code as in effect on the applicable Issue Date are met. Upon If required by the issuance of any new Security under this Section 2.8Trustee, the Corporation Agents or the Issuer, an indemnity bond shall be posted, sufficient in the judgment of all to protect the Issuer, the Guarantors, the Trustee, the Registrar, and any Paying Agent from any loss that any of them may suffer if such Security is replaced. The Issuer may charge such Holder for the Issuer’s reasonable out-of-pocket expenses in replacing such Security and the Trustee may charge the Issuer for the Trustee’s out-of-pocket expenses (including, without limitation, reasonable attorneys’ fees and disbursements) in replacing such Security and 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 expenses (including all the reasonable out-of-pocket fees and expenses of the Trustee, Trustee incurred prior to the Paying Agent, occurrence of an Event of Default and the Registrar out-of-pocket fees and any co-registrar for such Securityexpenses of the Trustee incurred following the occurrence of an Event of Default) connected therewith. Every new replacement Security of any series issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional a contractual obligation of the Corporation, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesIssuer. The provisions of this Section 2.8 2.09 are 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 Securities.

Replacement Securities. If a defaced or mutilated Security of any series is surrendered to the Trustee or if a Holder of a Security claims that the its Security of any series has been mutilatedlost, destroyed, lost destroyed or stolenwrongfully taken and presents to the Trustee, the Corporation may Company, the Guarantor and any Agent evidence to their satisfaction of the loss, destruction or wrongful taking of such Security, the Company shall issue and the Trustee shall authenticate a replacement Security of such series and tenor and principal amount, having a Guarantee executed by the same series with identical terms as the Securities exchangedGuarantor endorsed thereon, bearing a number not contemporaneously outstanding. Such holder shall furnish an An indemnity bond or similar guarantee must be furnished that is sufficient in the judgment of the Corporation Trustee, the Company and the Trustee Guarantor to protect the Corporation, the Trustee, the Paying AgentCompany, the Registrar Guarantor and any co-registrar Agent from any loss which that any of them may suffer if a Security is replaced. The Corporation Company may charge such Holder for its expenses and the expenses of the Trustee may charge for their expenses (including without limitation attorneys’ fees and expenses) in replacing a Security. In case any such mutilated, destroyeddefaced, lost lost, destroyed or stolen wrongfully taken Security has become or is about to become due and payable, the Corporation Company and the Guarantor in its their discretion may, may pay such Security instead of issuing a new Security, pay such Security (without surrender thereof except with the Guarantee endorsed thereon) in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership replacement thereof. Upon the issuance of any new Every replacement Security under this Section 2.8, the Corporation 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 expenses (including all fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such SecurityGuarantee endorsed thereon) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute is an original additional obligation of the Corporation, whether or not Company and the destroyed, lost or stolen Security shall be at any time enforceable by anyone, Guarantor and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of such series and the same seriesGuarantee endorsed thereon duly authenticated and delivered hereunder. The To the extent permitted by law, the foregoing provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen wrongfully taken Securities.

Replacement Securities. If (a) any mutilated Security is surrendered to the Holder Trustee, or (b) the Company and the Trustee receive evidence to their satisfac tion of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Company shall execute and upon its written request the Trustee shall authenticate and make available for delivery, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the CorporationPrincipal Amount, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased or redeemed by the Corporation Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay pay, purchase or redeem such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.8Section, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 section in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional obligation contractual obliga tion of the CorporationCompany, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a defaced or mutilated Security of any series is surrendered to the Trustee or if a Holder claims that its Security of any series has been lost, destroyed or wrongfully taken and presents to the Trustee, the Company, the Guarantor and any Agent evidence to their satisfaction of the loss, destruction or wrongful taking of such Security, the Company shall issue, and upon receipt of a Security claims that written request from the Security has been mutilatedCompany, destroyed, lost or stolen, the Corporation may issue and the Trustee shall authenticate a replacement Security of such series and tenor and principal amount, having a Guarantee executed by the same series with identical terms as the Securities exchangedGuarantor endorsed thereon, bearing a number not contemporaneously outstanding. Such holder shall furnish an An indemnity bond and/or other security must be furnished that is sufficient in the judgment of the Corporation Trustee, the Company and the Trustee Guarantor to protect the Corporation, the Trustee, the Paying AgentCompany, the Registrar Guarantor and any co-registrar Agent from any loss which that any of them may suffer if a Security is replaced. The Corporation Company may charge such Holder for its expenses and the expenses of the Trustee may charge for their expenses (including without limitation attorneys’ fees and expenses) in replacing a Security. In case any such mutilated, destroyeddefaced, lost lost, destroyed or stolen wrongfully taken Security has become or is about to become due and payable, the Corporation Company and the Guarantor in its their discretion may, may pay such Security instead of issuing a new Security, pay such Security (without surrender thereof except with the Guarantee endorsed thereon) in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership replacement thereof. Upon the issuance of any new Every replacement Security under this Section 2.8, the Corporation 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 expenses (including all fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such SecurityGuarantee endorsed thereon) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute is an original additional obligation of the Corporation, whether or not Company and the destroyed, lost or stolen Security shall be at any time enforceable by anyone, Guarantor and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of such series and the same seriesGuarantee endorsed thereon duly authenticated and delivered hereunder. The To the extent permitted by law, the foregoing provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen wrongfully taken Securities.

Replacement Securities. If (a) any mutilated Security ------------------------------------- is surrendered to the Holder Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Company shall execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the CorporationPrincipal Amount at Maturity, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.8Section, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If the Holder of a mutilated Security or a Security claims that with a mutilated interest coupon appertaining to it is surrendered to the Security has been mutilatedTrustee, destroyedtogether with, lost in proper cases, such security or stolenindemnity as may be required by the Company, the Corporation may issue Guarantors or the Trustee to save each of them harmless, the Company and the Guarantors shall execute and the Trustee shall authenticate and deliver a replacement Registered Security with Senior Subordinated Guarantees endorsed thereon, if such surrendered Security was a Registered Security, or a replacement Bearer Security with Senior Subordinated Guarantees endorsed thereon with interest coupons corresponding to the interest coupons appertaining to the surrendered Security, if such surrendered Security was a Bearer Security, of the same series with identical terms as and date of maturity. If there shall be delivered to the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in Company, the judgment of the Corporation Guarantors and the Trustee (i) evidence to protect their satisfaction of the Corporationdestruction, the Trustee, the Paying Agent, the Registrar and loss or theft of any co-registrar from any loss which any of them may suffer if a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Security. or In case any such mutilated, destroyed, lost or stolen Security or interest coupon has become or is about to become due and payable, the Corporation Company and the Guarantors in its their discretion may, instead of issuing a new SecuritySecurity or interest coupon with Senior Subordinated Guarantees endorsed thereon, pay such Security (without surrender thereof except in the case or interest coupon; provided, however, that payment of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar principal of and any co-registrar for such Security such security premium or indemnity interest on Bearer Securities shall, except as may otherwise provided in Section 9.2, be required payable only at an office or agency located outside the United States and, unless otherwise specified as contemplated by them to hold each of them harmlessSection 3.1, any interest on Bearer Securities shall be payable only upon presentation and in case of destruction, loss or theft, evidence satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, surrender of the destruction, loss or theft of such Security and the ownership thereofinterest coupons appertaining thereto. Upon the issuance of any new Security under this Section 2.8Section, the Corporation Company 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar its agents and any co-registrar for such Securitycounsel) connected therewith. Every new Security with Senior Subordinated Guarantees endorsed thereon of any series with its interest coupons, if any, issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Security Security, or in exchange for any mutilated Securitya Security to which a destroyed, lost or stolen interest coupon appertains, shall constitute an original additional contractual obligation of the CorporationCompany and the relevant Guarantor, whether or not the destroyed, lost or stolen Security and its interest coupon, if any, or the destroyed, lost or stolen interest coupon, shall be at any time enforceable by anyone, and shall be entitled to all the - 42 - 51 benefits of this Indenture equally and proportionately with any and all other Securities of the same seriesthat series and their interest coupons, if any, duly issued hereunder. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen SecuritiesSecurities or interest coupons.

Replacement Securities. If any mutilated Security is surrendered to the Holder Company, a Registrar or the Trustee, or the Trustee receives evidence to its satisfaction of a Security claims the destruction, loss or theft of any Security, 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 the such Security has been mutilatedacquired 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 Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the Corporationprincipal amount, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be redeemed or purchased by the Corporation Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay pay, redeem or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.82.7, the Corporation 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 all the reasonable fees and expenses of the Trustee, Trustee or the Paying Agent, the Registrar and any co-registrar for such SecurityRegistrar) connected in connection therewith. Every new Security of any series issued pursuant to this Section 2.8 2.7 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the mutilated, destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 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 Securities.

Replacement Securities. If the Holder of a mutilated or defaced Security claims or a Security with a mutilated or defaced coupon appertaining to it surrenders such Security to the Trustee or if the Holder of a Security presents evidence to the satisfaction of the Company and the Trustee that the Security has been mutilatedlost, destroyeddestroyed or wrongfully taken or that a coupon has been lost, lost stolen or stolenwrongfully taken and surrenders the Security to which such coupon appertains with all appurtenant coupons not so lost, stolen or wrongfully taken, the Corporation may Company shall issue and the Trustee shall authenticate a replacement Security of the same series and of like tenor, with identical terms coupons corresponding to the coupons, if any, appertaining to the surrendered Security. In case any such mutilated, defaced, lost, destroyed or wrongfully taken Security or coupon has or is about to become due and payable, the Company may pay the Security or coupon instead of issuing a new Security or coupon; provided, however, that payment of principal of and any interest on and Additional Amounts with respect to Bearer Securities shall, except as otherwise provided in Section 4.02, be payable only at an office or agency located outside the United States and, unless otherwise specified as contemplated by Section 2.01, any interest on Bearer Securities exchangedshall be payable only upon presentation and surrender of the coupons appertaining thereto. Such holder shall furnish If required by the Trustee or the Company, an indemnity bond must be provided which is sufficient in the judgment of the Corporation Company and the Trustee to protect the Corporation, Company and the Trustee, the Paying Agent, the Registrar and Trustee or any co-registrar Agent from any loss which any of them may suffer if a Security is replaced. The Corporation Company and the Trustee may charge the Holder for their fees and expenses in replacing a Security. In case any such mutilated, destroyed, lost or stolen Security has become due and payable, the Corporation in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.8, the Corporation 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 expenses (including all fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new replacement Security of any series issued pursuant to this Section 2.8 in lieu of any destroyedseries, lost or stolen Security or in exchange for any mutilated Securitywith its coupons, shall constitute if any, is an original additional obligation of the Corporation, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with any and all other Securities of the same series. The provisions of that series and their coupons, if any, duly issued under this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen SecuritiesIndenture.

Replacement Securities. If any mutilated Security is surrendered to the Trustee or if the Holder of a Security claims and submits an affidavit or other evidence, satisfactory to the Trustee and the Company, to the effect that the Security has been mutilatedlost, destroyed, lost destroyed or stolen, the Corporation may Company shall issue and the Trustee Trustee, upon receipt of the authentication order of the Company in the form of an Officers' Certificate, shall authenticate a replacement Security of if the same series with identical terms as Trustee's requirements are met. If required by the Securities exchanged. Such holder shall furnish Trustee or the Company, such Holder must provide an indemnity bond or other indemnity, sufficient in the judgment of both the Corporation Company and the Trustee Trustee, to protect the CorporationCompany, the Trustee, the Paying Agent, the Registrar and Trustee or any co-registrar agent thereof from any loss which any of them may suffer if a Security is replaced. The Corporation Company and the Trustee may charge such Holder for their expenses in replacing a Security. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Corporation Company in its discretion discretion, but subject to any conversion rights, may, instead of issuing a new Security, pay such Security (without surrender thereof except Security, upon satisfaction of the conditions set forth in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.8, the Corporation 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 expenses (including all fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewithpreceding paragraph. Every new Security of any series issued pursuant to this Section 2.8 2.07 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and such new Security shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 2.07 are 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Holder Trustee, together with, in proper cases, such security or indemnity as may be required by the Company or the Trustee to save each of a Security claims that the Security has been mutilated, destroyed, lost or stolenthem harmless, the Corporation may issue Company shall execute and the Trustee shall authenticate and deliver a replacement Registered Security, if such surrendered Security was a Registered Security of the same series with identical terms as and date of maturity. If there shall be delivered to the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation Company and the Trustee (i) evidence to protect their satisfaction of the Corporationdestruction, loss or theft of any Security and (ii) such security or indemnity as 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 or the Trustee that such Security has been acquired by a bona fide purchaser, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Corporation Company shall execute and the Trustee may charge for their expenses shall authenticate and deliver in replacing lieu of any such destroyed, lost or stolen Security a replacement Registered Security, if such Hxxxxx’s claim appertains to a Registered Security, of the same series and principal amount, containing identical terms and provisions and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Corporation Company in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.8Section, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar its agents and any co-registrar for such Securitycounsel) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesthat series duly issued hereunder. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If (i) any mutilated Note is surrendered to the Holder Trustee or (ii) the Company and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Note, and there is delivered to the Company, the Subsidiary Guarantors and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the Security such Note has been mutilatedacquired by a bona fide purchaser, the Company will execute, and upon Company Order the Trustee will authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolenstolen Note, a new Note of the Corporation may issue tenor and principal amount bearing a number not contemporaneously outstanding, and the Trustee shall authenticate a replacement Security Subsidiary Guarantors will execute the notation of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation and the Trustee to protect the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a SecuritySubsidiary Guarantees thereon. In case any such mutilated, destroyed, lost or stolen Security Note has become or is about to become due and payable, the Corporation Company in its discretion may, instead of issuing a new SecurityNote, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofNote. Upon the issuance of any new Security Note under this Section 2.82.6, the Corporation 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 expenses expense (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series Note issued pursuant to this Section 2.8 2.6 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall Note will constitute an original additional continual obligation of the CorporationCompany and the respective Subsidiary Guarantors, whether or not the mutilated, destroyed, lost or stolen Security shall Note will 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 Securities of the same seriesNotes duly issued hereunder. The provisions of this Section 2.8 2.6 are exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen SecuritiesNotes. If required by the Trustee, the Company or a Subsidiary Guarantor, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee, the Company and each Subsidiary Guarantor to protect the Company, each Subsidiary Guarantor, the 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 may charge for their expenses in replacing a Note.

Replacement Securities. If any mutilated Security is surrendered to the Trustee, the Company shall issue and execute and, if the requirements of Section 8-405 of the New York Uniform Commercial Code, as in effect from time to time, are met and the Holder satisfies any other reasonable requirements of the Company or the Trustee, the Trustee shall authenticate and deliver in exchange therefor a new Security claims containing identical terms and provisions and of like tenor and principal amount and 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 Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of written notice to the Company or a Trust Officer of the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with containing identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment and provisions and of the Corporation like tenor and the Trustee to protect the Corporation, the Trustee, the Paying Agent, the Registrar principal amount and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Corporation Company in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.8Section, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional obligation of the CorporationCompany, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If (i) any mutilated Note is surrendered to the Holder Trustee or (ii) the Company and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Note, and there is delivered to the Company, the Subsidiary Guarantors and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the Security such Note has been mutilatedacquired by a bona fide purchaser, the Company will execute, the Subsidiary Guarantors will execute the notation of Subsidiary Guarantees, and upon Company Order the Trustee will authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolenstolen Note, the Corporation may issue and the Trustee shall authenticate a replacement Security new Note of the same series with identical terms as tenor and principal amount, having the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment notation of the Corporation and the Trustee to protect the CorporationSubsidiary Guarantees thereon, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security Note has become or is about to become due and payable, the Corporation Company in its discretion may, instead of issuing a new SecurityNote, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofNote. Upon the issuance of any new Security Note under this Section 2.8Section, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series Note issued pursuant to this Section 2.8 section in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall Note will constitute an original additional continual obligation of the CorporationCompany and the respective Subsidiary Guarantors, whether or not the mutilated, destroyed, lost or stolen Security shall Note will 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 Securities of the same seriesNotes duly issued hereunder. The provisions of this Section 2.8 are exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen SecuritiesNotes. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the 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 may charge for their expenses in replacing a Note. Every replacement Note is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been mutilated, destroyedlost, lost destroyed or stolenwrongfully taken, the Corporation may Company shall issue and the Trustee Authentication Agent shall authenticate a replacement Security if the requirements of Section 8-405 of the same series with identical terms Uniform Commercial Code are met, such that the Holder (a) notifies the Company or the Registrar 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 Registrar prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Securities exchangedUniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Registrar. Such holder If required by the Registrar, Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Corporation and the Registrar or Trustee to protect the CorporationRegistrar or Trustee or (ii) the Company, to protect the Company, the Trustee, the Paying AgentAgent and the Registrar, the Registrar and any co-registrar from any loss which that any of them may suffer if a Security is replaced. The Corporation Company, the Registrar and the Trustee may charge the Holder for their expenses in replacing a Security (including, without limitation, attorneys’ fees and disbursements in replacing such Security). In case the event any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Corporation Company in its discretion may, instead of issuing a new Security, may direct the Registrar to pay such Security (the same without surrender thereof except in upon the case of a mutilated Security) if Holder furnishing the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, Company and the Registrar and any co-registrar for such Security such security or with indemnity as may be required by them to hold each of them harmless, and in case of destruction, loss or theft, evidence satisfactory to them and complying with such other reasonable regulations as the Corporation, Company may prescribe and paying such reasonable expense as the Trustee, the Paying Agent, Company and the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.8, the Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed incur in relation thereto and any other expenses (including all fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected connection therewith. Every new replacement Security of any series issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute is an original additional obligation of the Corporation, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesCompany. The provisions of this Section 2.8 2.08 are 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been mutilatedlost, destroyed, lost destroyed or stolenwrongfully taken, the Corporation may Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the same series with identical terms Uniform Commercial Code are met, such that the Securityholder (a) satisfies the Company or the Trustee within a reasonable time after such Securityholder has notice of such loss, destruction or wrongful taking and the Rxxxxxxxx does not register a transfer prior to receiving such notification, (b) makes such request to the Company or Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Securities exchangedUniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such holder shall If required by the Trustee or the Company, such Holder must furnish an indemnity bond that is sufficient in the judgment of the Corporation Trustee and the Trustee Company to protect the CorporationCompany, the Trustee, the Paying Agent, the Registrar and any co-registrar Agent or any authenticating agent from any loss which any of them may suffer if a Security is replaced. The Corporation Company and the Trustee may charge for their expenses in replacing a Security. If, after the delivery of such replacement Security, a protected purchaser of the original Security in lieu of which such replacement Security was issued presents for payment or registration such original Security, the Trustee shall be entitled to recover such replacement Security from the Person to whom it was delivered or any Person taking therefrom, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Trustee or the Company in connection therewith. Every replacement Security is a contractual obligation of the Company. In case any such mutilated, destroyed, lost or stolen wrongfully taken Security has become or is about to become due and payable, the Corporation Company in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.8, the Corporation 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 expenses (including all fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional obligation of the Corporation, whether or not the destroyed, lost or stolen Security 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 Securities of the same series. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen wrongfully taken Securities.

Replacement Securities. If (a) any mutilated Security is ---------------------- surrendered to the Holder Company or the Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Company shall execute, and upon its ---- ---- written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the CorporationPrincipal Amount, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Company pursuant to Article III, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.82.07, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected in connection therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been mutilatedlost, destroyeddestroyed or wrongfully taken and the Company and the Trustee receive evidence to their satisfaction of the loss, lost destruction or stolenwrongful taking, the Corporation may Company shall issue and the Trustee shall authenticate a replacement Security of the same series with identical terms if the requirements of Section 8-405 of the New York 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 Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Securities exchangedUniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such holder shall Holder must furnish an indemnity bond that is sufficient in the judgment of the Corporation Trustee and the Trustee Company to protect the CorporationCompany, the Trustee, the Paying Agent, the Registrar and any co-registrar Agent or any authenticating agent from any loss which any of them may suffer if a Security is replaced. The Corporation Company and the Trustee may charge a Holder for their expenses in replacing a Security, including any transfer tax or similar governmental charge or other fee required by law and payable in connection therewith. If, after the delivery of such replacement Security, a protected purchaser of the original Security in lieu of which such replacement Security was issued presents for payment or registration such original Security, the Trustee shall be entitled to recover such replacement Security from the Person to whom it was delivered or any Person taking therefrom, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Trustee or the Company in connection therewith. Every replacement Security is a contractual obligation of the Company. In case any such mutilated, destroyed, lost or stolen wrongfully taken Security has become or is about to become due and payable, the Corporation Company in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.8, the Corporation 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 expenses (including all fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional obligation of the Corporation, whether or not the destroyed, lost or stolen Security 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 Securities of the same series. The provisions of this Section 2.8 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen wrongfully taken Securities.

Replacement Securities. If (a) any mutilated Security is ----------------------- surrendered to the Holder Company or the Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Company shall execute, and upon its ---- ---- written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the CorporationPrincipal Amount, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.8Section, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected in connection therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If (a) any mutilated Security is surrendered to the Holder Company, a Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall 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 the such Security has been mutilatedacquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver without unreasonable delay), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the Corporationprincipal amount, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Company pursuant to Article 4, the Company in its discretion (but subject to any conversion rights) may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.82.09, the Corporation Company may require the payment of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including all the reasonable fees and expenses of the Trustee, Trustee or the Paying Agent, the Registrar and any co-registrar for such SecurityRegistrar) connected in connection therewith. Every new Security of any series issued pursuant to this Section 2.8 2.09 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the mutilated, destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 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 Securities.

Replacement Securities. If (a) any mutilated security is surrendered to the Holder of Company, a Security claims that the Security has been mutilated, destroyed, lost Registrar or stolen, the Corporation may issue and the Trustee shall authenticate a replacement Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation and the Trustee to protect the Corporation, the Trustee, or (b) the Paying AgentCompany, the Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any co-registrar Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity bond as shall be reasonably required by them to save each of them harmless from any loss which loss, liability and expense that any of them may suffer or Incur if a Security is replaced. The Corporation replaced and subsequently presented or claimed for payment, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee may charge shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for their expenses any such mutilated Security or in replacing lieu of any such destroyed, lost or stolen Security, a Securitynew Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the Corporation Company pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporationmay be, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofaccordance herewith. Upon the issuance of any new Security Securities under this Section 2.82.07, the Corporation Company may require the payment of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including all the reasonable fees and expenses of the Trustee, Trustee or the Paying Agent, the Registrar and any co-registrar for such SecurityRegistrar) connected in connection therewith. Every new Security of any series issued pursuant to this Section 2.8 2.07 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the mutilated, destroyed, lost or stolen Security 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 Securities of the same seriesduly issued and outstanding hereunder. The provisions of this Section 2.8 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 Securities.

Replacement Securities. If any mutilated Security is surrendered to the Holder Trustee, the Issuer shall issue and execute and, subject to applicable law and the reasonable requirements of the Issuer or the Trustee, the Trustee shall authenticate and deliver in exchange therefor a new Security of the same Series (and, in the case of a Security claims Series with more than one Tranche, the same Tranche) containing identical terms and provisions and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Issuer and the Trustee: (i) evidence to their satisfaction of the destruction, loss or theft of any Security; and (ii) such surety bond or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of written notice to the Issuer or a Trust officer of the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Issuer shall execute and upon its request the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series Series (and, in the case of a Series with more than one Tranche, the same Tranche) containing identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment and provisions and of the Corporation like tenor and the Trustee to protect the Corporation, the Trustee, the Paying Agent, the Registrar principal amount and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Corporation Issuer in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.8Section, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series Series (or, in the case of a Series with more than one Tranche, any Tranche) issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional obligation of the CorporationIssuer, whether or not the destroyed, lost or stolen Security 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 Securities of that Series (or, in the same seriescase of a Series with more than one Tranche, any Tranche) duly issued hereunder. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If the Holder holder of a Security of any series claims that the such Security has been mutilatedlost, destroyed, lost destroyed or stolenwrongfully taken, the Corporation may Company shall issue and the Trustee shall authenticate a replacement Security of that series if the same series with identical terms Trustee's requirements are met. If required by the Trustee or the Company as a condition of receiving a replacement Security, the Securities exchanged. Such holder shall furnish of a Security must provide a certificate of loss and an indemnity and/or an indemnity bond sufficient sufficient, in the judgment of both the Corporation Company and the Trustee Trustee, to fully protect the CorporationCompany, the Trustee, the Paying Agent, the Registrar any Agent and any co-registrar authenticating agent from any loss loss, liability, cost or expense which any of them may suffer or incur if a the Security is replaced. The Corporation Company and the Trustee may charge the relevant holder for their expenses in replacing a any Security. In case The Trustee or any authenticating agent may authenticate any such mutilated, destroyed, lost or stolen Security has become due and payable, the Corporation in its discretion may, instead of issuing a new substituted Security, pay such Security (without surrender thereof except in and deliver the case same upon the receipt of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying AgentCompany and, the Registrar and any co-registrarif applicable, and any such authenticating agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofmay require. Upon the issuance of any new Security under this Section 2.8substituted Security, the Corporation 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 expenses (including all fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. In case any Security of a series which has matured or is about to mature, or has been called for redemption pursuant to Article III, shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substitute Security of that series, 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 Security), 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 Security and of the ownership thereof. Every new replacement Security of any series issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute is an original additional obligation of the Corporation, whether or not the destroyed, lost or stolen Security 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 Securities of the same series. The provisions of this Section 2.8 are exclusive that series duly issued, authenticated 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 Securitiesdelivered hereunder.

Replacement Securities. If a mutilated Security is surrendered to the Trustee or the Registrar or if a Holder of a Security claims that the a Security has been mutilatedlost, destroyeddestroyed or stolen and such Holder provide evidence of such loss, lost destruction or stolentheft satisfactory to the Company and the Trustee, the Corporation may Company shall issue and the Trustee shall authenticate a replacement Security of Security. If required by the same series with identical terms as Trustee or the Securities exchanged. Such holder Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Corporation Company and the Trustee to protect the CorporationCompany, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which that any of them may suffer if a Security is replaced. The Corporation Company and the Trustee may charge the Holder for their expenses in replacing a Security. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Corporation Company in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofU.S. legal tender (“cash”). Upon the issuance of any new Security Securities under this Section 2.82.07, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 2.07 in exchange for any mutilated Security, or in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany and any other obligor upon the Securities, whether or not the mutilated, destroyed, lost or stolen Security 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 Securities of the same series. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securitiesduly issued hereunder.

Replacement Securities. If (a) any mutilated Security is -------------------------------------- surrendered to the Holder Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and 11 there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Company shall execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the Corporationprincipal amount, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitycertificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.82.7, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 2.7 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 2.7 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If (a) any mutilated ---------------------------------------- Security is surrendered to the Holder Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Company shall execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the CorporationPrincipal Amount at Maturity, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.8Section, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or the Trustee, or if the Holder of a Security claims that the Security has been mutilatedlost, destroyed, lost destroyed or stolenwrongfully taken, the Corporation may Issuer shall issue and and, upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate a replacement Security of the same series with identical terms as (and the Securities exchanged. Such holder Guarantors shall furnish an indemnity bond sufficient in execute the judgment Guarantees thereon) if the Holder of such Security furnishes to the Corporation Issuer and the Trustee evidence reasonably acceptable to protect them of the Corporation, the Trustee, the Paying Agent, the Registrar ownership and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Security. In case any such mutilated, destroyed, lost or stolen Security has become due and payable, the Corporation in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and if the ownership thereofHolder (a) files with the Issuer a sufficient indemnity bond and executes a customary indemnity agreement; (b) satisfies other reasonable requirements imposed by the Issuer or the Trustee; and (c) complies with any applicable law as in effect on the Issue Date. Upon If required by the issuance of any new Security under this Section 2.8Trustee, the Corporation Agents or the Issuer, an indemnity bond shall be posted, sufficient in the judgment of all to protect the Issuer, the Guarantors, the Trustee, the Registrar, and any Paying Agent from any loss that any of them may suffer if such Security is replaced. The Issuer may charge such Holder for the Issuer’s reasonable out-of-pocket expenses in replacing such Security and the Trustee may charge the Issuer for the Trustee’s out-of-pocket expenses (including, without limitation, reasonable attorneys’ fees and disbursements) in replacing such Security and 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 expenses (including all the reasonable out-of-pocket fees and expenses of the Trustee, Trustee incurred prior to the Paying Agent, occurrence of an Event of Default and the Registrar out-of-pocket fees and any co-registrar for such Securityexpenses of the Trustee incurred following the occurrence of an Event of Default) connected therewith. Every new replacement Security of any series issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional a contractual obligation of the Corporation, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesIssuer. The provisions of this Section 2.8 2.09 are 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 Securities.

Replacement Securities. If (a) any mutilated Security is surrendered to the Holder Company, the Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company, the Registrar and the Trustee such security or indemnity as may be requested by them to save each of them harmless, then, in the absence of any notice to the Company, the Registrar or the Trustee that the such Security has been mutilatedacquired by a protected purchaser (within the meaning of Section 8-303 of the Uniform Commercial Code as adopted in the State of New York), the Company shall execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the Corporationprincipal amount, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitycertificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be repurchased by the Corporation Company pursuant to ARTICLE IV or ARTICLE V, the Company in its discretion may, instead of issuing a new Security, pay or repurchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.82.7, the Corporation Company may require the payment of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in relation thereto and any other expenses (including all the fees and expenses of the Trustee, Trustee or the Paying Agent, the Registrar and any co-registrar for such SecurityRegistrar) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 2.7 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 2.7 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If (a) any mutilated Security is ---------------------------------- surrendered to the Holder Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Company shall execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the CorporationPrincipal Amount at Maturity, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Company pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance of any new Security Securities under this Section 2.8Section, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If (a) any mutilated security is surrendered to the Holder Company, a Registrar or the Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that the such Security has been mutilatedacquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the CorporationPrincipal Amount, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitynumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payablepayable or repurchased by the Company pursuant to Article III, the Corporation Company in its discretion may, instead of issuing a new Security, pay or repurchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporationmay be, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofaccordance herewith. Upon the issuance of any new Security Securities under this Section 2.82.7, the Corporation Company may require the payment of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including all the reasonable fees and expenses of the Trustee, Trustee or the Paying Agent, the Registrar and any co-registrar for such SecurityRegistrar) connected in connection therewith. Every new Security of any series issued pursuant to this Section 2.8 2.7 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the mutilated, destroyed, lost or stolen Security 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 Securities of the same seriesduly issued and outstanding hereunder. The provisions of this Section 2.8 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 Securities.

Replacement Securities. If any mutilated Security is surrendered to the Holder of a Security claims that the Security has been mutilated, destroyed, lost or stolenTrustee, the Corporation may issue Company shall execute, the Guarantors shall execute their Guarantee endorsed thereon and the Trustee shall authenticate and deliver in exchange therefor a replacement new Security of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation Company and the Trustee (i) evidence to protect the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Security. In case any such mutilated, destroyed, lost or stolen Security has become due and payable, the Corporation in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be reasonably required by them to save each of them, the Guarantors and any agent of any of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request the ownership thereofTrustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, having endorsed thereon the Guarantee of the Guarantors, duly executed by the Guarantors, and bearing a number not contemporaneously outstanding. Upon the issuance of any new Security under this Section 2.8Section, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.8 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, and the Guarantee endorsed thereon, shall constitute an original additional contractual obligation of the Corporation, Company and the Guarantors whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If (a) any mutilated Security is surrendered to the Holder Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been mutilatedacquired by a bona fide purchaser, the Company shall execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolenstolen Security, the Corporation may issue and the Trustee shall authenticate a replacement new Security of the same series with identical terms as the Securities exchanged. Such holder shall furnish an indemnity bond sufficient in the judgment of the Corporation like tenor and the Trustee to protect the Corporationprincipal amount, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Securitycertificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the Corporation Company pursuant to Article 10 or Article 11 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security (without surrender thereof except in Security, as the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereofbe. Upon the issuance issuance, authentication and delivery of any new Security Securities under this Section 2.82.7, the Corporation 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 expenses (including all the fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued issued, authenticated and delivered pursuant to this Section 2.8 2.7 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the destroyed, lost or stolen Security 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 Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 2.7 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a mutilated Security is surrendered to the Trustee or if the Holder of a Security claims and submits an affidavit or other evidence, satisfactory to the Trustee, to the effect that the Security has been mutilatedlost, destroyed, lost destroyed or stolenwrongfully taken, the Corporation may Company shall issue and the Trustee Trustee, upon receipt of the authentication order of the Company in the form of an Officers' Certificate, shall authenticate a replacement Security of if the same series with identical terms as Trustee's requirements are met. If required by the Securities exchanged. Such holder shall furnish Trustee or the Company, such Holder must provide an indemnity bond or other indemnity, sufficient in the judgment of both the Corporation Company and the Trustee Trustee, to protect the CorporationCompany, the Trustee, the Paying Agent, the Registrar and Trustee or any co-registrar Agent from any loss which any of them may suffer if a Security is replaced. The Corporation and the Trustee Company may charge such Holder for their its reasonable, out-of-pocket expenses in replacing a Security. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Corporation Company in its discretion discretion, but subject to any conversion rights, may, instead of issuing a new Security, pay such Security (without surrender thereof except Security, upon satisfaction of the conditions set forth in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security 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 satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.8, the Corporation 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 expenses (including all fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewithpreceding paragraph. Every new Security of any series issued pursuant to this Section 2.8 2.7 in lieu of any mutilated, destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CorporationCompany, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and such new Security shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of the same seriesduly issued hereunder. The provisions of this Section 2.8 2.7 are 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 Securities.