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

Mutilated, Destroyed, Lost or Stolen Certificate. If (1) a mutilated Certificate is surrendered to the Certificate Registrar or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of the Certificate, and (2) there is delivered to the Certificate Registrar and the Delaware Trustee such security or indemnity as may be required by the Certificate Registrar to save the Delaware Trustee, the Certificate Registrar and the Issuer harmless, then, in the absence of notice to the Issuer, the Delaware Trustee or the Certificate Registrar that such Certificate has been acquired by a protected purchaser, the Delaware Trustee will execute and, upon its request, the Certificate Registrar will authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Certificate will have become or will be about to become due and payable, or will have become subject to redemption in full, instead of issuing a new Certificate, the Issuer may pay such Certificate without surrender thereof, except that any mutilated Certificate will be surrendered. If, after the delivery of such new Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a protected purchaser of the original Certificate in lieu of which such new Certificate was issued presents for payment such original Certificate, the Issuer and the Delaware Trustee or Certificate Registrar will be entitled to recover such new Certificate (or such payment) from the Person to whom it was delivered or any Person taking such new Certificate from such Person, except a protected purchaser, and will be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expenses incurred by the Issuer, the Delaware Trustee or the Certificate Registrar in connection therewith. Upon the issuance of any new Certificate under this Section, the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Delaware Trustee) connected therewith. Subject to the provisions of the initial paragraph of this Section 3.05, a new Certificate issued pursuant to this Section in lieu of a destroyed, lost or stolen Certificate will constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Certificate will be at any time enforceable by anyone. The provisions of this Section are exclusive and will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of a mutilated, destroyed, lost or stolen Certificate.

Mutilated, Destroyed, Lost or Stolen Certificate. If (1a) a any mutilated Certificate is surrendered to the Certificate Registrar Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of the any Certificate, and (2b) there is delivered to the Owner Trustee, the Certificate Registrar (if different from the Co-Owner Trustee) and the Delaware Co-Owner Trustee such security or indemnity as may be required by the Certificate Registrar them to save the Delaware Trustee, the Certificate Registrar and the Issuer each of them harmless, then, in the absence of notice to the IssuerCertificate Registrar, the Delaware Co-Owner Trustee or the Certificate Registrar Owner Trustee that such Certificate has been acquired by a protected bona fide purchaser, the Delaware Co-Owner Trustee will execute andshall cause the Owner Trustee to execute, upon its request, and the Certificate Registrar will Authentication Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Certificate will have become or will be about to become due of like tenor and payable, or will have become subject to redemption in full, instead of issuing a new Certificate, the Issuer may pay such Certificate without surrender thereof, except that any mutilated Certificate will be surrenderedamount. If, after the delivery of such new Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a protected purchaser of the original Certificate in lieu of which such new Certificate was issued presents for payment such original Certificate, the Issuer and the Delaware Trustee or Certificate Registrar will be entitled to recover such new Certificate (or such payment) from the Person to whom it was delivered or any Person taking such new Certificate from such Person, except a protected purchaser, and will be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expenses incurred by the Issuer, the Delaware Trustee or the Certificate Registrar in In connection therewith. Upon with the issuance of any new Certificate under this SectionSection 3.5, the Certificate Registrar Co-Owner Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Delaware Co-Owner Trustee, the Owner Trustee and the Certificate Registrar) connected therewith. Subject to the provisions of the initial paragraph of this Section 3.05, a new Any duplicate Certificate issued pursuant to this Section 3.5 shall constitute conclusive evidence of beneficial ownership in lieu of a destroyedthe Trust, lost or stolen Certificate will constitute an original additional contractual obligation of the Issueras if originally issued, whether or not the destroyedlost, lost stolen or stolen destroyed Certificate will shall be found at any time enforceable by anyone. The provisions of this Section are exclusive and will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of a mutilated, destroyed, lost or stolen Certificatetime.

Mutilated, Destroyed, Lost or Stolen Certificate. (a) If (1i) a mutilated Certificate is surrendered to the Certificate Registrar Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of the Certificate, and (2ii) there is delivered to the Certificate Registrar and the Delaware Owner Trustee (as such and in its individual capacity) such security or indemnity as may be required by them to hold each of the Certificate Registrar to save the Delaware TrusteeTrust, the Certificate Registrar and the Issuer Owner Trustee (as such and in its individual capacity) harmless, then, in the absence of notice to the IssuerTrust, the Delaware Trustee or the Certificate Registrar or the Owner Trustee that such the Certificate has been acquired by a protected purchaser, the Delaware Owner Trustee will shall execute and, upon and the Owner Trustee or its request, the Certificate Registrar will authenticating agent shall authenticate and deliver, in exchange for for, or in lieu of any of, such mutilated, destroyed, lost or stolen Certificate, a new replacement Certificate bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Certificate will have become or will be about to become due of like tenor and payable, or will have become subject to redemption in full, instead of issuing a new Certificate, the Issuer may pay such Certificate without surrender thereof, except that any mutilated Certificate will be surrendereddenomination. If, after the delivery of such new Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentencereplacement Certificate, a protected purchaser of the original Certificate in lieu of which such new replacement Certificate was issued presents for payment such original Certificate, the Issuer and the Delaware Trustee or Certificate Registrar will Trust shall be entitled to recover such new replacement Certificate (or such payment) from the Person to whom it such replacement Certificate was delivered or any Person taking such new replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a protected purchaser, and will shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expenses expense incurred by the Issuer, the Delaware Trustee Trust or the Certificate Registrar Owner Trustee (as such or in its individual capacity) in connection therewith. Upon the issuance of any new Certificate under this Section, the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Delaware Trustee) connected therewith. Subject to the provisions of the initial paragraph of this Section 3.05, a new Certificate issued pursuant to this Section in lieu of a destroyed, lost or stolen Certificate will constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Certificate will be at any time enforceable by anyone. The provisions of this Section are exclusive and will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of a mutilated, destroyed, lost or stolen Certificate.

Mutilated, Destroyed, Lost or Stolen Certificate. (a) If (1) any Certificate shall become mutilated, destroyed, lost or stolen, Trustee shall, upon the written request of the appropriate Certificate Holder, execute and deliver in replacement thereof and at no charge to Certificate Holder, a mutilated new Certificate is in the same form, evidencing the same interest and dated the same date as the Certificate so mutilated, destroyed, lost or stolen. If the Certificate being replaced has become mutilated, such Certificate shall be surrendered to Trustee and a photocopy thereof shall be furnished to Lessee by Trustee. If the Certificate Registrar being replaced has been destroyed, lost or stolen, the Certificate Registrar receives Holder requesting a replacement Certificate shall furnish to Trustee and Lessee such reasonable security or indemnity as may be required by each of them to save them harmless if Certificate Holder has not furnished them satisfactory evidence to its satisfaction of the destruction, loss or theft of the Certificate, and (2) there is delivered to ; provided that if the Certificate Registrar being replaced is registered in the name of an original Certificate Holder then the affidavit of a Responsible Officer of such Certificate Holder in form reasonably satisfactory to Trustee and Lessee, setting forth the Delaware Trustee such fact of destruction, loss or theft and of ownership of the Certificate at the time thereof shall be satisfactory evidence and no security or indemnity as may shall be required by other than the Certificate Registrar to save the Delaware Trustee, the Certificate Registrar and the Issuer harmless, then, in the absence written agreement of notice to the Issuer, the Delaware Trustee or the Certificate Registrar that such Certificate has been acquired by a protected purchaser, the Delaware Trustee will execute and, upon its request, the Certificate Registrar will authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Certificate will have become or will be about to become due and payable, or will have become subject to redemption in full, instead of issuing a new Certificate, the Issuer may pay such Certificate without surrender thereof, except that any mutilated Certificate will be surrendered. If, after the delivery of such new Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a protected purchaser of the original Certificate in lieu of which such new Certificate was issued presents for payment such original Certificate, the Issuer and the Delaware Trustee or Certificate Registrar will be entitled to recover such new Certificate (or such payment) from the Person to whom it was delivered or any Person taking such new Certificate from such Person, except a protected purchaserin form reasonably satisfactory to Trustee, to indemnify and will be entitled to recover upon hold harmless Trustee and Lessee from all risks resulting from the security or indemnity provided therefor to the extent of any loss, damage, cost or expenses incurred by the Issuer, the Delaware Trustee or the Certificate Registrar in connection therewith. Upon the issuance of any new Certificate under this Section, the Certificate Registrar may require the payment authentication and delivery of a sum sufficient substitute Certificate. Each Certificate Holder requesting replacement hereunder shall be responsible for all stamp taxes relating to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Delaware Trustee) connected therewith. Subject to the provisions of the initial paragraph of this Section 3.05, a new Certificate issued pursuant to this Section in lieu of a destroyed, lost or stolen Certificate will constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Certificate will be at any time enforceable by anyone. The provisions of this Section are exclusive and will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of a mutilated, destroyed, lost or stolen Certificatesuch replacement.

Mutilated, Destroyed, Lost or Stolen Certificate. If (1a) a any mutilated Certificate is surrendered to the Certificate Registrar Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of the any Certificate, and (2b) there is delivered to the Delaware Trustee, the Certificate Registrar (if different from the Co-Owner Trustee) and the Delaware Co-Owner Trustee such security or indemnity as may be required by the Certificate Registrar them to save the Delaware Trustee, the Certificate Registrar and the Issuer each of them harmless, then, in the absence of notice to the IssuerCertificate Registrar, the Co-Owner Trustee or the Delaware Trustee or the Certificate Registrar that such Certificate has been acquired by a protected bona fide purchaser, the Co-Owner Trustee shall cause the Delaware Trustee will execute andto execute, upon its request, and the Certificate Registrar will Authentication Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Certificate will have become or will be about to become due of like tenor and payable, or will have become subject to redemption in full, instead of issuing a new Certificate, the Issuer may pay such Certificate without surrender thereof, except that any mutilated Certificate will be surrenderedamount. If, after the delivery of such new Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a protected purchaser of the original Certificate in lieu of which such new Certificate was issued presents for payment such original Certificate, the Issuer and the Delaware Trustee or Certificate Registrar will be entitled to recover such new Certificate (or such payment) from the Person to whom it was delivered or any Person taking such new Certificate from such Person, except a protected purchaser, and will be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expenses incurred by the Issuer, the Delaware Trustee or the Certificate Registrar in In connection therewith. Upon with the issuance of any new Certificate under this SectionSection 3.5, the Certificate Registrar Co-Owner Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Co-Owner Trustee, the Delaware TrusteeTrustee and the Certificate Registrar) connected therewith. Subject to the provisions of the initial paragraph of this Section 3.05, a new Any duplicate Certificate issued pursuant to this Section 3.5 shall 12 19 constitute conclusive evidence of beneficial ownership in lieu of a destroyedthe Trust, lost or stolen Certificate will constitute an original additional contractual obligation of the Issueras if originally issued, whether or not the destroyedlost, lost stolen or stolen destroyed Certificate will shall be found at any time enforceable by anyone. The provisions of this Section are exclusive and will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of a mutilated, destroyed, lost or stolen Certificatetime.

Mutilated, Destroyed, Lost or Stolen Certificate. If (1a) a any mutilated Certificate is surrendered to the Certificate Registrar Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of the any Certificate, and (2b) there is delivered to the Delaware Trustee, the Certificate Registrar (if different from the Co-Owner Trustee) and the Delaware Co-Owner Trustee such security or indemnity as may be required by the Certificate Registrar them to save the Delaware Trustee, the Certificate Registrar and the Issuer each of them harmless, then, in the absence of notice to the IssuerCertificate Registrar, the Co-Owner Trustee or the Delaware Trustee or the Certificate Registrar that such Certificate has been acquired by a protected bona fide purchaser, the Co-Owner Trustee shall cause the Delaware Trustee will execute andto execute, upon its request, and the Certificate Registrar will Authentication Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Certificate will have become or will be about to become due of like tenor and payable, or will have become subject to redemption in full, instead of issuing a new Certificate, the Issuer may pay such Certificate without surrender thereof, except that any mutilated Certificate will be surrenderedamount. If, after the delivery of such new Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a protected purchaser of the original Certificate in lieu of which such new Certificate was issued presents for payment such original Certificate, the Issuer and the Delaware Trustee or Certificate Registrar will be entitled to recover such new Certificate (or such payment) from the Person to whom it was delivered or any Person taking such new Certificate from such Person, except a protected purchaser, and will be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expenses incurred by the Issuer, the Delaware Trustee or the Certificate Registrar in In connection therewith. Upon with the issuance of any new Certificate under this SectionSection 3.5, the Certificate Registrar Co-Owner Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Co-Owner Trustee, the Delaware TrusteeTrustee and the Certificate Registrar) connected therewith. Subject to the provisions of the initial paragraph of this Section 3.05, a new Any duplicate Certificate issued pursuant to this Section 3.5 shall constitute conclusive evidence of beneficial ownership in lieu of a destroyedthe Trust, lost or stolen Certificate will constitute an original additional contractual obligation of the Issueras if originally issued, whether or not the destroyedlost, lost stolen or stolen destroyed Certificate will shall be found at any time enforceable by anyone. The provisions of this Section are exclusive and will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of a mutilated, destroyed, lost or stolen Certificatetime.

Mutilated, Destroyed, Lost or Stolen Certificate. If (1) a mutilated Certificate is surrendered to the Certificate Registrar or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of the Certificate, and (2) there is delivered to the Certificate Registrar and the Delaware Trustee such security or indemnity as may be required by the Certificate Registrar to save the Delaware Trustee, the Certificate Registrar and the Issuer harmless, then, in the absence of notice to the Issuer, the Delaware Trustee or the Certificate Registrar that such Certificate has been acquired by a protected purchaser, the Delaware Trustee will execute and, upon its request, the Certificate Registrar will authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Certificate will have become or will be about to become due and payable, or will have become subject to redemption in full, instead of issuing a new Certificate, the Issuer may pay such Certificate without surrender thereof, except that any mutilated Certificate will be surrendered. If, after the delivery of such new Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a protected purchaser of the original Certificate in lieu of which such new Certificate was issued presents for payment such original Certificate, the Issuer and the Delaware Trustee or Certificate Registrar will be entitled to recover such new Certificate (or such payment) from the Person to whom it was delivered or any Person taking such new Certificate from such Person, except a protected purchaser, and will be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expenses incurred by the Issuer, the Delaware Trustee or the Certificate Registrar in connection therewith. 141966038 Upon the issuance of any new Certificate under this Section, the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Delaware Trustee) connected therewith. Subject to the provisions of the initial paragraph of this Section 3.05, a new Certificate issued pursuant to this Section in lieu of a destroyed, lost or stolen Certificate will constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Certificate will be at any time enforceable by anyone. The provisions of this Section are exclusive and will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of a mutilated, destroyed, lost or stolen Certificate.

Mutilated, Destroyed, Lost or Stolen Certificate. If (1i) a any mutilated Certificate is surrendered to the Certificate Registrar Registrar, or the Certificate Registrar Trustee receives evidence to its satisfaction of the destruction, loss or theft of the any Certificate, and (2ii) there is delivered to the Certificate Registrar Trustee and the Delaware Trustee MBIA such security or indemnity as may be required by the Certificate Registrar Trustee to save the Delaware TrusteeTransferor, the Certificate Registrar Trustee and the Issuer MBIA or any agent of any of them harmless, then, in the absence of notice to the Issuer, the Delaware Trustee Transferor or the Certificate Registrar that such Certificate has been acquired by a protected bona fide purchaser, the Delaware Trustee will Transferor shall execute and, upon its request, the Certificate Registrar will Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same tenor, Series, initial principal amount and Stated Maturity or Expected Maturity, as applicable, bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Certificate will have become or will be about to become due and payable, or will have become subject to redemption in full, instead of issuing a new Certificate, the Issuer may pay such Certificate without surrender thereof, except that any mutilated Certificate will be surrendered. If, If after the delivery of such new Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentenceCertificate, a protected bona fide purchaser of the original Certificate in lieu of which such new Certificate was issued presents for payment such original Certificate, MBIA, the Issuer Transferor and the Delaware Trustee or Certificate Registrar will shall be entitled to recover such new Certificate (or such payment) from the Person person to whom it was delivered or any Person person taking such new Certificate from such Persontherefrom, except a protected bona fide purchaser, and will shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expenses incurred by the IssuerMBIA, the Delaware Transferor or the Trustee or the Certificate Registrar any agent of any of them in connection therewith. If any such mutilated, destroyed, lost or stolen Certificate shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of issuing a new Certificate, the Transferor may pay such Certificate without surrender thereof, except that any mutilated Certificate shall be surrendered. No service charge shall be made to a Holder for any registration of transfer or exchange of Certificates, but the Transferor may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates, other than exchanges pursuant to Section 2.04 or 9.05 hereof not involving any registration of transfer. Upon the issuance of any new Certificate under this Section, the Certificate Registrar Transferor may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Delaware Trustee) connected therewith. Subject to the provisions of the initial paragraph of this Section 3.05, a Every new Certificate issued pursuant to this Section 2.07, in lieu of a any destroyed, lost or stolen Certificate will Certificate, shall constitute an original additional contractual obligation of the IssuerTransferor, whether or not the destroyed, lost or stolen Certificate will shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. The provisions of this Section are exclusive and will shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of a mutilated, destroyed, lost or stolen CertificateCertificates.

Mutilated, Destroyed, Lost or Stolen Certificate. If (1i) a any mutilated Certificate is surrendered to the Certificate Registrar Registrar, or the Certificate Registrar Trustee receives evidence to its satisfaction of the destruction, loss or theft of the any Certificate, and (2ii) there is delivered to the Certificate Registrar Trustee and the Delaware Trustee MBIA such security or indemnity as may be required by the Certificate Registrar Trustee to save the Delaware TrusteeTransferor, the Certificate Registrar Trustee and the Issuer MBIA or any agent of any of them harmless, then, in the absence of notice to the Issuer, the Delaware Trustee Transferor or the Certificate Registrar that such Certificate has been acquired by a protected bona fide purchaser, the Delaware Trustee will Transferor shall execute and, upon its request, the Certificate Registrar will Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same tenor, initial principal amount and Stated Maturity or Expected Maturity, as applicable, bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Certificate will have become or will be about to become due and payable, or will have become subject to redemption in full, instead of issuing a new Certificate, the Issuer may pay such Certificate without surrender thereof, except that any mutilated Certificate will be surrendered. If, If after the delivery of such new Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentenceCertificate, a protected bona fide purchaser of the original Certificate in lieu of which such new Certificate was issued presents for payment such original Certificate, MBIA, the Issuer Transferor and the Delaware Trustee or Certificate Registrar will shall be entitled to recover such new Certificate (or such payment) from the Person person to whom it was delivered or any Person person taking such new Certificate from such Persontherefrom, except a protected bona fide purchaser, and will shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expenses incurred by the IssuerMBIA, the Delaware Transferor or the Trustee or the Certificate Registrar any agent of any of them in connection therewith. If any such mutilated, destroyed, lost or stolen Certificate shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of issuing a new Certificate, the Transferor may pay such Certificate without surrender thereof, except that any mutilated Certificate shall be surrendered. No service charge shall be made to a Holder for any registration of transfer or exchange of Certificates, but the Transferor may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates, other than exchanges pursuant to Section 2.04 or 9.05 hereof not involving any registration of transfer. Upon the issuance of any new Certificate under this Section, the Certificate Registrar Transferor may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Delaware Trustee) connected therewith. Subject to the provisions of the initial paragraph of this Section 3.05, a Every new Certificate issued pursuant to this Section 2.07, in lieu of a any destroyed, lost or stolen Certificate will Certificate, shall constitute an original additional contractual obligation of the IssuerTransferor, whether or not the destroyed, lost or stolen Certificate will shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. The provisions of this Section are exclusive and will shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of a mutilated, destroyed, lost or stolen CertificateCertificates.

Mutilated, Destroyed, Lost or Stolen Certificate. If (1i) a any mutilated Certificate is surrendered to the Certificate Registrar Trustee or the Certificate Registrar Trustee receives evidence to its satisfaction of the destruction, loss or theft of the any Certificate, and (2ii) there is delivered to the Certificate Registrar Trustee and the Delaware Trustee Bond Insurer such security or indemnity as may be required by the Certificate Registrar Trustee or the Bond Insurer to save the Delaware TrusteeTrust, the Certificate Registrar Trustee and the Issuer Bond Insurer or any agent of them harmless, then, in the absence of notice to the Issuer, the Delaware Trustee or the Certificate Registrar that such Certificate has been acquired by a protected bona fide purchaser, a Responsible Officer of the Delaware Trustee will shall execute and, upon its request, the Certificate Registrar will Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same tenor, initial principal amount and Stated Maturity, bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Certificate will have become or will be about to become due and payable, or will have become subject to redemption in full, instead of issuing a new Certificate, the Issuer may pay such Certificate without surrender thereof, except that any mutilated Certificate will be surrenderedOutstanding. If, If after the delivery of such new Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentenceCertificate, a protected bona fide purchaser of the original Certificate in lieu of which such new Certificate was issued presents for payment such original Certificate, the Issuer Trust, the Trustee and the Delaware Trustee or Certificate Registrar will Bond Insurer shall be entitled to recover such new Certificate (or such payment) from the Person person to whom it was delivered or any Person person taking such new Certificate from such Persontherefrom, except a protected bona fide purchaser, and will shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expenses incurred by the IssuerTrust, the Delaware Trustee or the Certificate Registrar Bond Insurer or any agent of any of them in connection therewith. If any such mutilated, destroyed, lost or stolen Certificate shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of issuing a new Certificate, the Trustee may pay such Certificate without surrender thereof, except that any mutilated Certificate shall be surrendered. No service charge shall be made to a Holder for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates, other than exchanges pursuant to Section 2.04 or 9.05 hereof not involving any registration of transfer. Upon the issuance of any new Certificate under this Section, the Certificate Registrar Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Delaware Trustee) connected therewith. Subject to the provisions of the initial paragraph of this Section 3.05, a Every new Certificate issued pursuant to this Section 2.07, in lieu of a any destroyed, lost or stolen Certificate will Certificate, shall constitute an original additional contractual obligation of the IssuerTrust, whether or not the destroyed, lost or stolen Certificate will shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. The provisions of this Section are exclusive and will shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of a mutilated, destroyed, lost or stolen CertificateCertificates.

Mutilated, Destroyed, Lost or Stolen Certificate. If (1) a mutilated Certificate is surrendered to the Certificate Registrar or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of the Certificate, and (2) there is delivered to the Certificate Registrar and the Delaware Trustee such security or indemnity as may be required by the Certificate Registrar to save the Delaware Trustee, the Certificate Registrar and the Issuer harmless, then, in the absence of notice to the Issuer, the Delaware Trustee or the Certificate Registrar that such Certificate has been acquired by a protected purchaser, the Delaware Trustee will execute and, upon its request, the Certificate Registrar will authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Certificate will have become or will be about to become due and payable, or will have become subject to redemption in full, instead of issuing a new Certificate, the Issuer may pay such Certificate without surrender thereof, except that any mutilated Certificate will be surrendered. If, after the delivery of such new Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a protected purchaser of the original Certificate in lieu of which such new Certificate was issued presents for payment such original Certificate, the Issuer and the Delaware Trustee or Certificate Registrar will be entitled to recover such new Certificate (or such payment) from the Person to whom it was delivered or any Person taking such new Certificate from such Person, except a protected purchaser, and will be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expenses incurred by the Issuer, the Delaware Trustee or the Certificate Registrar in connection therewith. therewith.‌ Upon the issuance of any new Certificate under this Section, the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Delaware Trustee) connected therewith. Subject to the provisions of the initial paragraph of this Section 3.05, a new Certificate issued pursuant to this Section in lieu of a destroyed, lost or stolen Certificate will constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Certificate will be at any time enforceable by anyone. The provisions of this Section are exclusive and will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of a mutilated, destroyed, lost or stolen Certificate.

Mutilated, Destroyed, Lost or Stolen Certificate. If (1i) a any mutilated Certificate is surrendered to the Certificate Registrar Registrar, or the Certificate Registrar Trustee receives evidence to its satisfaction of the destruction, loss or theft of the any Certificate, and (2ii) there is delivered to the Certificate Registrar Trustee and the Delaware Trustee MBIA such security or indemnity as may be required by the Certificate Registrar Trustee to save the Delaware TrusteeTransferor, the Certificate Registrar Trustee and the Issuer MBIA or any agent of any of them harmless, then, in the absence of notice to the Issuer, the Delaware Trustee Transferor or the Certificate Registrar that such Certificate has been acquired by a protected bona fide purchaser, the Delaware Trustee will Transferor shall execute and, upon its request, the Certificate Registrar will Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same tenor, Series, initial principal amount and Stated Maturity or Expected Maturity, as applicable, bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Certificate will have become or will be about to become due and payable, or will have become subject to redemption in full, instead of issuing a new Certificate, the Issuer may pay such Certificate without surrender thereof, except that any mutilated Certificate will be surrendered. If, If after the delivery of such new Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentenceCertificate, a protected bona fide purchaser of the original Certificate in lieu of which such new Certificate was issued presents for payment such original Certificate, MBIA, the Issuer Transferor and the Delaware Trustee or Certificate Registrar will shall be entitled to recover such new Certificate (or such payment) from the Person person to whom it was delivered or any Person person taking such new Certificate from such Persontherefrom, except a protected bona fide purchaser, and will shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expenses incurred by the IssuerMBIA, the Delaware Transferor or the Trustee or the Certificate Registrar any agent of any of them in connection therewith. Upon the issuance If any such mutilated, destroyed, lost or stolen Certificate shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of any issuing a new Certificate under this SectionCertificate, the Transferor may pay such Certificate Registrar without surrender thereof, except that any mutilated Certificate shall be surrendered. No service charge shall be made to a Holder for any registration of transfer or exchange of Certificates, but the Transferor may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and connection with any registration of transfer or exchange of Certificates, other reasonable expenses (including the fees and expenses than exchanges pursuant to Section 2.04 or 9.05 hereof not involving any registration of the Delaware Trustee) connected therewithtransfer. Subject to the provisions of the initial paragraph of this Section 3.05, a Every new Certificate issued pursuant to this Section 2.07, in lieu of a any destroyed, lost or stolen Certificate will Certificate, shall constitute an original additional contractual obligation of the IssuerTransferor, whether or not the destroyed, lost or stolen Certificate will shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. The provisions of this Section are exclusive and will shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of a mutilated, destroyed, lost or stolen CertificateCertificates.

Mutilated, Destroyed, Lost or Stolen Certificate. If (1a) a any mutilated Certificate is surrendered to the Certificate Registrar Registrar, or the Certificate Registrar Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Certificate (which evidence shall be, in the Certificatecase of a Qualified Institutional Buyer, notice from such Qualified Institutional Buyer of such ownership and such loss, theft, destruction or mutilation), and (2b) in the case of any such destruction, loss or theft, there is delivered to the Certificate Registrar and the Delaware Trustee such security or indemnity as may be required by the Certificate Registrar Trustee to save the Delaware TrusteeDepositor, the Trustee or any agent of any of them harmless (provided that, if the Holder of the Certificate Registrar and the Issuer harmlessis, or is a nominee for, a Qualified Institutional Buyer, then such Qualified Institutional Buyer's own unsecured agreement of indemnity shall be deemed to be satisfactory for such purpose), then, in the absence of notice to the Issuer, the Delaware Trustee Depositor or the Certificate Registrar that such Certificate has been acquired by a protected bona fide purchaser, the Delaware Trustee will Depositor shall execute and, upon its request, the Certificate Registrar will Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same tenor, Series, Class, initial principal amount and Series Termination Date, bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Certificate will have become or will be about to become due and payable, or will have become subject to redemption in full, instead of issuing a new Certificate, the Issuer may pay such Certificate without surrender thereof, except that any mutilated Certificate will be surrendered. If, If after the delivery of such new Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentenceCertificate, a protected bona fide purchaser of the original Certificate in lieu of which such new Certificate was issued presents for payment such original Certificate, the Issuer Depositor and the Delaware Trustee or Certificate Registrar will shall be entitled to recover such new Certificate (or such payment) from the Person person to whom it was delivered or any Person person taking such new Certificate from such Persontherefrom, except a protected bona fide purchaser, and will shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expenses incurred by the Issuer, Depositor or the Delaware Trustee or the Certificate Registrar any agent of any of them in connection therewith. Upon If any such mutilated, destroyed, lost or stolen Certificate shall have become or shall be about to become due and payable, or shall have become subject to redemption in full, instead of issuing a new Certificate, the Depositor may pay such Certificate without surrender thereof, except that any mutilated Certificate shall be surrendered. No service charge shall be made to a Holder for any registration of transfer, exchange or issuance of any new Certificate under this SectionCertificates, but the Certificate Registrar Depositor may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and connection with any registration of transfer or exchange of Certificates, other reasonable expenses (including the fees and expenses than exchanges pursuant to Section 2.04 or Section 9.05 not involving any registration of the Delaware Trustee) connected therewithtransfer. Subject to the provisions of the initial paragraph of this Section 3.05, a Every new Certificate issued pursuant to this Section 2.07, in lieu of a any destroyed, lost or stolen Certificate will Certificate, shall constitute an original additional contractual obligation of the IssuerDepositor, whether or not the destroyed, lost or stolen Certificate will shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. The provisions of this Section are exclusive and will shall preclude (to the maximum extent lawfulpermitted by law) all other rights and remedies with respect to the replacement or payment of a mutilated, destroyed, lost or stolen CertificateCertificates.

Mutilated, Destroyed, Lost or Stolen Certificate. If (1) a mutilated Certificate is surrendered to the Certificate Registrar or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of the Certificate, and (2) there is delivered to the Certificate Registrar and the Delaware Trustee such security or indemnity as may be required by the Certificate Registrar to save the Delaware Trustee, the Certificate Registrar and the Issuer harmless, then, in the absence of notice to the Issuer, the Delaware Trustee or the Certificate Registrar that such Certificate has been acquired by a protected purchaser, the Delaware Trustee will execute and, upon its request, the Certificate Registrar will authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate bearing a number not contemporaneously outstanding; provided, however, that that, if any such mutilated, destroyed, lost or stolen Certificate will have become or will be about to become due and payable, or will have become subject to redemption in full, instead of issuing a new Certificate, the Issuer may pay such Certificate without surrender thereof, except that any mutilated Certificate will be surrendered. If, after the delivery of such new Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a protected purchaser of the original Certificate in lieu of which such new Certificate was issued presents for payment such original Certificate, the Issuer and the Delaware Trustee or Certificate Registrar will be entitled to recover such new Certificate (or such payment) from the Person to whom it was delivered or any Person taking such new Certificate from such Person, except a protected purchaser, and will be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expenses incurred by the Issuer, the Delaware Trustee or the Certificate Registrar in connection therewith. Upon the issuance of any new Certificate under this Section, the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Delaware Trustee) connected therewith. Subject to the provisions of the initial paragraph of this Section 3.05, a new Certificate issued pursuant to this Section in lieu of a destroyed, lost or stolen Certificate will constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Certificate will be at any time enforceable by anyone. The provisions of this Section are exclusive and will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of a mutilated, destroyed, lost or stolen Certificate.

Mutilated, Destroyed, Lost or Stolen Certificate. (a) If (1i) a mutilated Certificate is surrendered to the Certificate Registrar Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of the Certificate, and (2ii) there is delivered to the Certificate Registrar and the Delaware Owner Trustee (as such and in its individual capacity) such security or indemnity as may be required by them to hold each of the Certificate Registrar to save the Delaware TrusteeTrust, the Certificate Registrar and the Issuer Owner Trustee (as such and in its individual capacity) harmless, then, in the absence of notice to the IssuerTrust, the Delaware Trustee or the Certificate Registrar or the Owner Trustee that such the Certificate has been acquired by a protected purchaser, the Delaware Owner Trustee will shall execute andand the Owner Trustee or Deutsche Bank Trust Company Americas, upon its requestas the Owner Trustee’s authenticating agent, the Certificate Registrar will shall authenticate and deliver, in exchange for for, or in lieu of any of, such mutilated, destroyed, lost or stolen Certificate, a new replacement Certificate bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Certificate will have become or will be about to become due of like tenor and payable, or will have become subject to redemption in full, instead of issuing a new Certificate, the Issuer may pay such Certificate without surrender thereof, except that any mutilated Certificate will be surrendereddenomination. If, after the delivery of such new Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentencereplacement Certificate, a protected purchaser of the original Certificate in lieu of which such new replacement Certificate was issued presents for payment such original Certificate, the Issuer and the Delaware Trustee or Certificate Registrar will Trust shall be entitled to recover such new replacement Certificate (or such payment) from the Person to whom it such replacement Certificate was delivered or any Person taking such new replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a protected purchaser, and will shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expenses expense incurred by the Issuer, the Delaware Trustee Trust or the Certificate Registrar Owner Trustee (as such or in its individual capacity) in connection therewith. Upon the issuance of any new Certificate under this Section, the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Delaware Trustee) connected therewith. Subject to the provisions of the initial paragraph of this Section 3.05, a new Certificate issued pursuant to this Section in lieu of a destroyed, lost or stolen Certificate will constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Certificate will be at any time enforceable by anyone. The provisions of this Section are exclusive and will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of a mutilated, destroyed, lost or stolen Certificate.

Mutilated, Destroyed, Lost or Stolen Certificate. If (1) The Issuer hereby instructs the Bank to deliver and issue a mutilated Certificate is surrendered to the Certificate Registrar or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of the Certificate, and (2) there is delivered to the Certificate Registrar and the Delaware Trustee such security or indemnity as may be required by the Certificate Registrar to save the Delaware Trustee, the Certificate Registrar and the Issuer harmless, then, in the absence of notice to the Issuer, the Delaware Trustee or the Certificate Registrar that such Certificate has been acquired by a protected purchaser, the Delaware Trustee will execute and, upon its request, the Certificate Registrar will authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate bearing a number not contemporaneously outstanding; provided, however, that if any such mutilated, destroyed, lost or stolen Certificate as long as the same does not result in an over-issuance. The Bank will have become or will be about to become due issue and payable, or will have become subject to redemption in full, instead of issuing deliver a new CertificateCertificate in exchange for a mutilated Certificate surrendered to it. The Bank will issue a new Certificate in lieu of a Certificate for which it received written representation from the Holder that the instrument representing such Certificate is destroyed, lost or stolen, without the surrender or production of the original instrument. The Bank will pay on behalf of the Issuer may pay the principal and premium, if any, of a Certificate for which it receives written representation that such Certificate without surrender thereof, except that any mutilated Certificate will be surrendered. If, after the delivery of such new Certificate or payment of a is destroyed, lost or stolen Certificate pursuant to following the proviso to stated maturity or redemption of the preceding sentenceCertificate, a protected purchaser without the surrender or production of the original instrument. The Bank will not issue a replacement Certificate in lieu of which or pay such new replacement Certificate was issued presents for payment such original Certificate, unless there is delivered to the Bank and the Issuer such certificate or indemnity as they may require to save both the Bank and the Delaware Trustee or Certificate Registrar will be entitled to recover such new Certificate (or such payment) from Issuer harmless. On satisfaction of the Person to whom it was delivered or any Person taking such new Certificate from such Person, except a protected purchaser, Bank and will be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expenses incurred by the Issuer, the Delaware Trustee or the Certificate Registrar in connection therewith. Upon the issuance of any new Certificate under this SectionRegister will be cancelled with a notation that it has been mutilated, the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Delaware Trustee) connected therewith. Subject to the provisions of the initial paragraph of this Section 3.05, a new Certificate issued pursuant to this Section in lieu of a destroyed, lost or stolen Certificate will constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen and a new Certificate will be at issued of the same series and of like tenor and principal amount bearing a number (according to the Certificate Register) not contemporaneously outstanding. Any replacement Certificate issued hereunder shall contain any time enforceable legend prescribed by anyoneapplicable law. The provisions Bank may charge the Holder the Bank’s fees and expense in connection with issuing a new Certificate in lieu of this Section are exclusive and will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of exchange for a mutilated, destroyed, lost or stolen Certificate.