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

Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (b) there is delivered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by it to save it harmless, then, in the absence of notice to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide purchaser, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and Class. Upon the issuance of any new Certificate under this Section, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, may require of the Certificateholder 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 connected therewith. Any replacement Certificate of any Class issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issued, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any time, and such mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by law.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentCertificate Registrar, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (bii) there is delivered to the Certificate Registrar and the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by it them to save it hold each of the Trust, the Certificate Registrar and the Owner Trustee harmless, then, in the absence of notice to the Trustee or, if a Paying Agent has been appointed under Section 4.05Trust, the Paying Agent, Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a bona fide “protected purchaser” (as defined in the Relevant UCC), the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, shall execute on behalf of the Paying Agent, Trust and the Owner Trustee shall authenticate and deliver, in exchange for for, or in lieu of of, any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a new Certificate replacement Certificate, as the case may be, of like tenor and ClassCertificate Percentage Interest. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC), 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 Trust or the Owner Trustee in connection therewith. (b) Upon the issuance of any new replacement Certificate under this SectionSection 3.5, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Trust may require of the Certificateholder the payment by the Holder of such Certificate of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto connection with such issuance and any other reasonable expenses connected therewith. Any (including the fees and expenses of the Owner Trustee) related thereto. (c) Every replacement Certificate of any Class issued pursuant to this Section 3.5 in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute complete and indefeasible evidence of ownership an original additional contractual obligation of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issuedTrust, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any timetime enforceable by anyone, and such shall be entitled to all the benefits of this Trust Agreement equally and proportionately with any and all other Certificates duly issued hereunder. (d) The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentCertificate Registrar, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (bii) there is delivered to the Trustee or, if a Paying Agent has been appointed under Section 4.05Certificate Registrar, the Paying Agent, Owner Trustee and the Trust such security or indemnity as may be required by it them to save it hold each of them harmless, then, in the absence of notice to the Certificate Registrar or the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide protected purchaser, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, shall execute on behalf of the Paying Agent, Trust and the Owner Trustee shall authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new replacement Certificate of a like tenor aggregate Percentage Interest in the Trust, as shown on the Certificate; provided, however, that if any such destroyed, lost or stolen Certificate, but not a mutilated Certificate, shall have become or within seven (7) days shall be payable, then instead of issuing a replacement Certificate the Owner Trustee may make distributions to such destroyed, lost or stolen Certificate when so payable. (b) If, after the delivery of a replacement Certificate or payment in respect of a destroyed, lost or stolen Certificate pursuant to Section 3.5(a), a protected purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment or distribution such original Certificate, the Owner Trustee shall be entitled to recover such replacement Certificate (and Class. Upon any distributions or payments made with respect thereto) or such payment or distribution from the Person to whom it was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, 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 Owner Trustee in connection therewith. (c) In connection with the issuance of any new replacement Certificate under this SectionSection 3.5, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, may require of the Certificateholder the payment by the Holder of such Certificate 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 Owner Trustee and the Certificate Registrar) connected therewith. . (d) Any replacement duplicate Certificate of any Class issued pursuant to this Section 3.5 in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute complete and indefeasible evidence of ownership of the Percentage Interest an original additional beneficial interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issuedTrust, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any timetime or be enforced by anyone, and such shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. (e) The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentCertificate Registrar, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (bii) there is delivered to the Certificate Registrar and the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by it them to save it each of them harmless, then, in the absence of notice to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide purchaserProtected Purchaser, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, on behalf of the Paying Agent, Issuer shall execute and the Owner Trustee or its authenticating agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of a like tenor and ClassCertificate Percentage Interest. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate, a Protected Purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Issuer and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a Protected Purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Owner Trustee in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of ownership in the Issuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. (b) Upon the issuance of any new replacement Certificate under this Section, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Issuer may require of the payment by the Certificateholder the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto connection with such issuance and any other reasonable expenses connected therewith. Any (including the fees and expenses of the Owner Trustee) related thereto. (c) Every replacement Certificate of any Class issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute complete and indefeasible evidence of ownership an original additional contractual obligation of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issuedIssuer, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any timetime enforceable by anyone, and such shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. (d) The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentCertificate Registrar, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (bii) there is delivered to the Trustee or, if a Paying Agent has been appointed under Section 4.05Certificate Registrar, the Paying Agent, Owner Trustee and the Trust such security or indemnity as may be required by it them to save it hold each of them harmless, then, in the absence of notice to the Certificate Registrar or the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide protected purchaser, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, shall execute on behalf of the Paying Agent, Trust and the Owner Trustee shall authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new replacement Certificate of a like tenor percentage interest in the Trust, as shown on the Certificate; provided, however, that if any such destroyed, lost or stolen Certificate, but not a mutilated Certificate, shall have become or within seven (7) days shall be payable, then instead of issuing a replacement Certificate the Owner Trustee may make distributions to such destroyed, lost or stolen Certificate when so payable. (b) If, after the delivery of a replacement Certificate or payment in respect of a destroyed, lost or stolen Certificate pursuant to Section 3.5(a), a protected purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment or distribution such original Certificate, the Owner Trustee shall be entitled to recover such replacement Certificate (and Class. Upon any distributions or payments made with respect thereto) or such payment or distribution from the Person to whom it was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, 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 Owner Trustee in connection therewith. (c) In connection with the issuance of any new replacement Certificate under this SectionSection 3.5, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, may require of the Certificateholder the payment by the Holder of such Certificate 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 Owner Trustee and the Certificate Registrar) connected therewith. . (d) Any replacement duplicate Certificate of any Class issued pursuant to this Section 3.5 in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute complete and indefeasible evidence of ownership of the Percentage Interest an original additional beneficial interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issuedTrust, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any timetime or be enforced by anyone, and such shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. (e) The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentCertificate Registrar, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (bii) there is delivered to the Trustee or, if a Paying Agent has been appointed under Section 4.05Certificate Registrar, the Paying Agent, Owner Trustee and the Trust such security or indemnity as may be required by it them to save it hold each of them harmless, then, in the absence of notice to actual knowledge of a Responsible Officer of the Certificate Registrar or the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide protected purchaser, the Owner Trustee orshall execute on behalf of the Trust, if a Paying Agent has been appointed under Section 4.05, and the Paying Agent, Certificate Registrar shall authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new replacement Certificate of a like tenor aggregate Percentage Interest in the Trust, as shown on the Certificate Register; provided, however, that if any such destroyed, lost or stolen Certificate, but not a mutilated Certificate, shall have become or within seven (7) days shall be payable, then, instead of issuing a replacement Certificate, the Paying Agent may make distributions to the registered Certificateholder of such destroyed, lost or stolen Certificate when so payable. (b) If, after the delivery of a replacement Certificate or payment in respect of a destroyed, lost or stolen Certificate pursuant to Section 3.5(a), a protected purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment or distribution such original Certificate, the Certificate Registrar shall be entitled to recover such replacement Certificate (and Class. Upon any distributions or payments made with respect thereto) or such payment or distribution from the Person to whom it was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, 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 Certificate Registrar in connection therewith. (c) In connection with the issuance of any new replacement Certificate under this SectionSection 3.5, the Trustee orOwner Trustee, if a Paying Agent has been appointed under Section 4.05, and the Paying Agent, Certificate Registrar may require of the Certificateholder the payment by the Holder of such Certificate 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 Owner Trustee and the Certificate Registrar) connected therewith. . (d) Any replacement duplicate Certificate of any Class issued pursuant to this Section 3.5 in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute complete and indefeasible evidence of ownership of the Percentage Interest an original additional beneficial interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issuedTrust, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any timetime or be enforced by anyone, and such shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. (e) The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentCertificate Registrar, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (bii) there is delivered to the Certificate Registrar and the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by it them to save it each of them harmless, then, in the absence of notice to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide purchaserProtected Purchaser, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, or the Paying Agent, Certificate Registrar on behalf of the Issuer shall execute and the Owner Trustee or the Certificate Registrar or either of their authenticating agents shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of a like tenor and ClassCertificate Percentage Interest. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate, a Protected Purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Issuer, the Owner Trustee and the Certificate Registrar shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a Protected Purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer, the Owner Trustee or the Certificate Registrar in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of ownership in the Issuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. (b) Upon the issuance of any new replacement Certificate under this Section, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Issuer may require of the payment by the Certificateholder the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto connection with such issuance and any other reasonable expenses connected therewith. Any (including the fees and expenses of the Owner Trustee) related thereto. (c) Every replacement Certificate of any Class issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute complete and indefeasible evidence of ownership an original additional contractual obligation of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issuedIssuer, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any timetime enforceable by anyone, and such shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. (d) The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentTrustee, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (bii) in the case of any mutilated Certificate, such mutilated Certificate shall first be surrendered to the Trustee, and in the case of any destroyed, lost or stolen Certificate, there is shall be first delivered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be reasonably required by it to save hold the Trustee harmless (provided, that with respect to an Owner which is an institutional investor, a letter of indemnity furnished by it harmlessshall be sufficient for this purpose), then, in the absence of written notice to the Trustee or, if a Paying Agent has been appointed under Section 4.05, or the Paying Agent, Registrar that such Certificate has been acquired by a bona fide purchaser, the Trustee or, if a Paying Agent has been appointed under Section 4.05, shall execute on behalf of the Paying Agent, Trust and the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Class, tenor and Classaggregate principal amount, bearing a number not contemporaneously outstanding. Upon the issuance of any new Certificate under this Section, the Registrar or Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, may require the payment from the transferor or transferee of the Certificateholder the payment related Certificate of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and thereto; any other expenses connected therewithin connection with such issuance shall be an expense of the Trust. Any replacement Every new Certificate of any Class issued pursuant to this Section shall constitute complete and indefeasible evidence in exchange for or in lieu of ownership of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issued, whether or not the any mutilated, destroyed, lost or stolen Certificate shall constitute evidence of a substitute interest in the Trust, and shall be found at entitled to all the benefits of this Agreement equally and proportionately with any time, and all other Certificates of the same Class duly issued hereunder and such mutilated, destroyed, lost or stolen Certificate shall not be valid for any purpose. The provisions of no force or effect under this Agreement, Section are exclusive and shall preclude (to the extent permitted by lawlawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentCertificate Registrar, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (bii) there is delivered to the Certificate Registrar and the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by it them to save it hold each of the Trust, the Certificate Registrar and the Owner Trustee harmless, then, in the absence of notice to the Trustee or, if a Paying Agent has been appointed under Section 4.05Trust, the Paying Agent, Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a bona fide “protected purchaser” (as defined in the Relevant UCC), the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, shall execute on behalf of the Paying Agent, Trust and the Owner Trustee shall authenticate and deliver, in exchange for for, or in lieu of of, any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a new Certificate replacement Certificate, as the case may be, of like tenor and ClassCertificate Percentage Interest. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC), 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 Trust or the Owner Trustee in connection therewith. (b) Upon the issuance of any new replacement Certificate under this SectionSection 3.5, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Trust may require of the Certificateholder the payment by the Holder of such Certificate of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto connection with such issuance and any other reasonable expenses connected therewith. Any (including the fees and expenses of the Owner Trustee) related thereto. (c) Every replacement Certificate of any Class issued pursuant to this Section 3.5 in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute complete and indefeasible evidence of ownership an original additional contractual obligation of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issuedTrust, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any timetime enforceable by anyone, and such shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. (d) The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentCertificate Registrar, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (bii) there is delivered to the Certificate Registrar and the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by it them to save it hold each of the Trust, the Certificate Registrar and the Owner Trustee harmless, then, in the absence of notice to the Trustee or, if a Paying Agent has been appointed under Section 4.05Trust, the Paying Agent, Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a bona fide “protected purchaser” (as defined in the Relevant UCC), the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, shall execute on behalf of the Paying Agent, Trust and the Owner Trustee shall authenticate and deliver, in exchange for for, or in lieu of of, any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a new Certificate replacement Certificate, as the case may be, of like tenor and ClassCertificate Percentage Interest. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC), 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 Trust or the Owner Trustee in connection therewith. (b) Upon the issuance of any new replacement Certificate under this Section, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Trust may require of the Certificateholder the payment by the Holder of such Certificate of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto connection with such issuance and any other reasonable expenses connected therewith. Any (including the fees and expenses of the Owner Trustee) related thereto. (c) Every replacement Certificate of any Class issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute complete and indefeasible evidence of ownership an original additional contractual obligation of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issuedTrust, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any timetime enforceable by anyone, and such shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. (d) The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying or any Authenticating Agent, or (ii) the Trustee or, if a Paying or any Authenticating Agent has been appointed under Section 4.05, the Paying Agent, receives evidence to its their satisfaction of the destruction, loss or theft of any Certificate, and (b) there is delivered to the Trustee or, if a Paying or any Authenticating Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by it them to save it each of them harmless, then, in the absence of notice to the Trustee or, if a Paying or any Authenticating Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide purchaser, the Trustee or, if a Paying shall execute and the Trustee or any Authenticating Agent has been appointed under Section 4.05, the Paying Agent, shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and ClassPercentage Interest. Upon the issuance of any new Certificate under this SectionSection 5.04, the Trustee or, if a Paying or any Authenticating Agent has been appointed under Section 4.05, the Paying Agent, may require of the Certificateholder 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 the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate of any Class issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership of the Percentage Interest in the distributions REMIC II Trust Fund (or with respect to which the Certificateholders of such Class are entitledR-1 Certificates, the residual ownership interests in the REMIC I Trust Fund) as if originally issued, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any time, and such mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by law.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentCertificate Registrar, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (bii) there is delivered to the Trustee or, if a Paying Agent has been appointed under Section 4.05Certificate Registrar, the Paying Agent, AART Owner Trustee and the Trust such security or indemnity as may be required by it them to save it hold each of them harmless, then, in the absence of notice to the Certificate Registrar or the AART Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide protected purchaser, the AART Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, shall execute on behalf of the Paying Agent, Trust and the AART Owner Trustee shall authenticate and deliver (or shall cause Deutsche Bank Trust Company Americas, as its authenticating agent to authenticate and deliver), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new replacement Certificate of a like tenor aggregate percentage interest in the Trust, as shown on the Certificate; provided, however, that if any such destroyed, lost or stolen Certificate, but not a mutilated Certificate, shall have become or within seven (7) days shall be payable, then instead of issuing a replacement Certificate the AART Owner Trustee may make distributions to such destroyed, lost or stolen Certificate when so payable. (b) If, after the delivery of a replacement Certificate or payment in respect of a destroyed, lost or stolen Certificate pursuant to Section 3.5(a), a protected purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment or distribution such original Certificate, the AART Owner Trustee shall be entitled to recover such replacement Certificate (and Class. Upon any distributions or payments made with respect thereto) or such payment or distribution from the Person to whom it was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, 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 AART Owner Trustee in connection therewith. (c) In connection with the issuance of any new replacement Certificate under this SectionSection 3.5, the AART Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, may require of the Certificateholder the payment by the Holder of such Certificate 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 AART Owner Trustee and the Certificate Registrar) connected therewith. . (d) Any replacement duplicate Certificate of any Class issued pursuant to this Section 3.5 in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute complete and indefeasible evidence of ownership of the Percentage Interest an original additional beneficial interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issuedTrust, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any timetime or be enforced by anyone, and such shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. (e) The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (ai) any mutilated Certificate is shall be surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentCertificate Registrar, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (bii) there is delivered to the Certificate Registrar and the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by it them to save it each of them harmless, then, in the absence of notice to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide purchaserProtected Purchaser, the Owner Trustee oron behalf of the Issuer shall execute, if a Paying Agent has been appointed under Section 4.05, and the Paying Agent, Owner Trustee or its authenticating agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of a like tenor and ClassPercentage Interest. If after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate, a Protected Purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Issuer and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a Protected Purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, liability, claim, damage or expense incurred by the Issuer or the Owner Trustee in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of ownership in the Issuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. (b) Upon the issuance of any new replacement Certificate under this Section, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Issuer may require of the payment by the Certificateholder the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto connection with such issuance and any other reasonable expenses connected therewith. Any (including the fees and expenses of the Owner Trustee) related thereto. (c) Every replacement Certificate of any Class issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute complete and indefeasible evidence of ownership an original additional contractual obligation of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issuedIssuer, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any timetime enforceable by anyone, and such shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. (d) The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (ai) any mutilated Certificate is will be surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentCertificate Registrar, or if the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, receives Certificate Registrar will receive evidence to its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (bii) there is will be delivered to the Certificate Registrar and the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by it them to save it hold each of them harmless, then, then in the absence of notice to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide protected purchaser, the Owner Trustee oron behalf of the Trust will execute, if a Paying Agent has been appointed under Section 4.05, and the Paying Agent, shall Owner Trustee will authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like class, tenor and Classdenomination. Upon In connection with the issuance of any new Certificate under this SectionSection 3.5, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, or the Paying Agent, Certificate Registrar may require of the Certificateholder the payment of a sum sufficient to cover any expense, tax or other governmental charge that may be imposed in relation thereto and any other expenses connected connection therewith. Any replacement duplicate Certificate of any Class issued pursuant to this Section shall 3.5 will constitute complete and indefeasible conclusive evidence of an ownership of the Percentage Interest interest in the distributions to which the Certificateholders of such Class are entitledTrust, as if originally issued, whether or not the mutilated, destroyed, lost or stolen Certificate shall will be found at any time. (b) If, and such after the delivery of a replacement Certificate or payment in respect of a mutilated, destroyed, lost or stolen Certificate pursuant to Section 3.5(a), a protected purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Owner Trustee shall be entitled to recover such payment from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of no force such Person, except a protected purchaser, and shall be entitled to recover upon the security or effect under this Agreement, indemnity provided therefor to the extent permitted of any loss, damage, cost or expense incurred by lawthe Owner Trustee in connection therewith. (c) The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentTrustee, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (bii) in the case of any mutilated Certificate, such mutilated Certificate shall first be surrendered to the Trustee, and in the case of any destroyed, lost or stolen Certificate, there is shall be first delivered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be reasonably required by it to save hold the Trustee and the Certificate Insurer harmless (provided, that with respect to an Owner which is an institutional investor, a letter of indemnity furnished by it harmlessshall be sufficient for this purpose), then, in the absence of notice to the Trustee or, if a Paying Agent has been appointed under Section 4.05, or the Paying Agent, Registrar that such Certificate has been acquired by a bona fide purchaser, the Seller shall execute and the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Class, tenor and Classaggregate principal amount, bearing a number not contemporaneously outstanding. Upon the issuance of any new Certificate under this Section, the Registrar or Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, may require the payment from the transferor or transferee of the Certificateholder the payment related Certificate of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and thereto; any other expenses connected therewithin connection with such issuance shall be an expense of the Trust. Any replacement Every new Certificate of any Class issued pursuant to this Section shall constitute complete and indefeasible evidence in exchange for or in lieu of ownership of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issued, whether or not the any mutilated, destroyed, lost or stolen Certificate shall constitute evidence of a substitute interest in the Trust, and shall be found at entitled to all the benefits of this Agreement equally and proportionately with any time, and all other Certificates of the same Class duly issued hereunder and such mutilated, destroyed, lost or stolen Certificate shall not be valid for any purpose. The provisions of no force or effect under this Agreement, Section are exclusive and shall preclude (to the extent permitted by lawlawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying or any Authenticating Agent, or (ii) the Trustee or, if a Paying or any Authenticating Agent has been appointed under Section 4.05, the Paying Agent, receives evidence to its their satisfaction of the destruction, loss or theft of any Certificate, and (b) there is delivered to the Trustee or, if a Paying or any Authenticating Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by it them to save it each of them and the Trust harmless, then, in the absence of notice to the Trustee or, if a Paying or any Authenticating Agent has been appointed under Section 4.05(and in the case of the Class C Certificates and the Class P Certificates, the Paying Agent, NIMS Insurer) that such Certificate has been acquired by a bona fide protected purchaser, the Trustee or, if a Paying on behalf of the Trust shall execute and the Trustee or any Authenticating Agent has been appointed under Section 4.05, the Paying Agent, shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and ClassCertificate Principal Balance or Percentage Interest as applicable. Upon the issuance of any new Certificate under this SectionSection 5.04, the Trustee or, if a Paying or any Authenticating Agent has been appointed under Section 4.05, the Paying Agent, may require of the Certificateholder 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 the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate of any Class issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership of the Percentage Interest a beneficial interest in the distributions to which the Certificateholders of such Class are entitled, Trust as if originally issued, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any time, and such mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by law.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentCertificate Registrar, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (bii) there is delivered to the Trustee or, if a Paying Agent has been appointed under Section 4.05Certificate Registrar, the Paying AgentOwner Trustee and the Trust, such security or indemnity as may be required by it them to save it hold each of them harmless, then, in the absence of notice to the Trustee or, if a Paying Agent has been appointed under Section 4.05Certificate Registrar, the Paying Agent, Owner Trustee or the Trust that such Certificate has been acquired by a bona fide protected purchaser, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, shall execute on behalf of the Paying Agent, Trust and the Owner Trustee shall authenticate and deliver (or shall cause its Authenticating Agent to authenticate and deliver), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new replacement Certificate in authorized denominations of a like tenor amount; provided, however, that if any such destroyed, lost or stolen Certificate, but not a mutilated Certificate, shall have become or within seven days shall be due and Class. Upon payable, then instead of issuing a replacement Certificate the Owner Trustee on behalf of the Trust may pay such destroyed, lost or stolen Certificate when so due or payable. (b) If, after the delivery of a replacement Certificate or distribution in respect of a destroyed, lost or stolen Certificate pursuant to Section 3.5(a), a protected purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Owner Trustee on behalf of the Trust shall be entitled to recover such replacement Certificate (or such distribution) from the Person to whom it was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, 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 Trust or the Owner Trustee in connection therewith. (c) In connection with the issuance of any new replacement Certificate under this SectionSection 3.5, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, on behalf of the Paying Agent, Trust may require of the Certificateholder the payment by the Holder of such Certificate of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trust, the Owner Trustee and the Certificate Registrar) connected therewith. . (d) Any replacement duplicate Certificate of any Class issued pursuant to this Section 3.5 in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute complete and indefeasible evidence of ownership an original additional contractual obligation of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issuedTrust, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any timetime or be enforced by anyone, and such shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. (e) The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is shall be surrendered to the Trustee orCertificate Registrar, of if a Paying Agent has been appointed under Section 4.05, the Paying Agent, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, receives Certificate Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (b) there is shall be delivered to the Certificate Registrar and the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by it them to save it each of them harmless, then, then in the absence of notice to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has shall have been acquired by a bona fide purchaser, the Owner Trustee oron behalf of Issuer shall execute and the Owner Trustee, if a Paying Agent has been appointed under Section 4.05or Chase, as the Paying AgentOwner Trustee's authenticating agent, shall authenticate and (if the Certificate Registrar is different from the Owner Trustee, then the Certificate Registrar shall) deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like class, tenor and Classdenomination. Upon If, after delivery of such replacement Certificate, a bona fide purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Owner Trustee or the Certificate Registrar shall be entitled to recover such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Owner Trustee or the Certificate Registrar in connection therewith. In connection with the issuance of any new Certificate under this SectionSection 3.5, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, or the Paying Agent, Certificate Registrar may require of the Certificateholder 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 connected connection therewith. Any replacement duplicate Certificate of any Class issued pursuant to this Section shall constitute complete and indefeasible conclusive evidence of an ownership of the Percentage Interest interest in the distributions to which the Certificateholders of such Class are entitledIssuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement of mutilated, destroyed, lost or stolen Certificate shall be found at any time, and such mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentCertificate Registrar, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (bii) there is delivered to the Trustee or, if a Paying Agent has been appointed under Section 4.05Certificate Registrar, the Paying Agent, Trustee and the Depositor such security or indemnity as may be required by it them to save it hold each of them harmless, then, in the absence of notice to the Certificate Registrar or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide protected purchaser, the Depositor shall execute on behalf of the Trust and the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new replacement Certificate of the same Class and a like tenor aggregate Certificate Principal Balance; provided, however, that if any such destroyed, lost or stolen Certificate, but not a mutilated Certificate, shall have become or within seven days shall be due and Class. Upon payable, then instead of issuing a replacement Certificate the Trustee may pay such destroyed, lost or stolen Certificate when so due or payable. (b) If, after the delivery of a replacement Certificate or payment in respect of a destroyed, lost or stolen Certificate pursuant to Section 3.5(a), a protected purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom it was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, 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 in connection therewith. (c) In connection with the issuance of any new replacement Certificate under this SectionSection 3.5, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, may require of the payment by the Certificateholder the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee and the Certificate Registrar) connected therewith. . (d) Any replacement Certificate of any Class issued pursuant to this Section 3.5 in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute complete and indefeasible evidence of ownership an original additional contractual obligation of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issuedTrust, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any timetime or be enforced by anyone, and such shall be entitled to all the benefits of the Series Trust Agreement equally and proportionately with any and all other Certificates duly issued hereunder. (e) The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentCertificate Registrar, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (bii) there is delivered to the Trustee or, if a Paying Agent has been appointed under Section 4.05Certificate Registrar, the Paying Agent, Owner Trustee and the Trust such security or indemnity as may be required by it them to save it hold each of them harmless, then, in the absence of notice to the Certificate Registrar or the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide purchaser, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, shall execute on behalf of the Paying Agent, Trust and the Certificate Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new replacement Certificate of a like tenor Percentage Interest; provided, however, that if any such destroyed, lost or stolen Certificate, but not a mutilated Certificate, shall have become or within seven days shall be due and Class. Upon payable, then instead of issuing a replacement Certificate the Owner Trustee may pay such destroyed, lost or stolen Certificate when so due or payable. (b) In connection with the issuance of any new replacement Certificate under this SectionSection 3.5, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, or the Paying Agent, Certificate Registrar may require of the Certificateholder the payment by the Holder of such Certificate 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 Owner Trustee and the Certificate Registrar) connected therewith. . (c) Any replacement duplicate Certificate of any Class issued pursuant to this Section 3.5 in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute complete and indefeasible evidence of ownership an original additional contractual obligation of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issuedTrust, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any timetime or be enforced by anyone, and such shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. (d) The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentCertificate Registrar, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (bii) there is delivered to the Trustee or, if a Paying Agent has been appointed under Section 4.05Certificate Registrar, the Paying Agent, Owner Trustee and the Trust such security or indemnity as may be required by it them to save it hold each of them harmless, then, in the absence of notice to the Certificate Registrar or the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide protected purchaser, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, shall execute on behalf of the Paying Agent, Trust and the Owner Trustee shall authenticate and deliver (or shall cause Deutsche Bank Trust Company Americas as its authenticating agent to authenticate and deliver), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new replacement Certificate of a like tenor percentage interest in the Trust, as shown on the Certificate; provided, however, that if any such destroyed, lost or stolen Certificate, but not a mutilated Certificate, shall have become or within seven (7) days shall be payable, then instead of issuing a replacement Certificate the Owner Trustee may make distributions on such destroyed, lost or stolen Certificate when so payable. (b) If, after the delivery of a replacement Certificate or payment in respect of a destroyed, lost or stolen Certificate pursuant to Section 3.5(a), a protected purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment or distribution such original Certificate, the Owner Trustee shall be entitled to recover such replacement Certificate (and Class. Upon any distributions or payments made with respect thereto) or such payment or distribution from the Person to whom it was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, 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 Owner Trustee in connection therewith. (c) In connection with the issuance of any new replacement Certificate under this SectionSection 3.5, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, may require of the Certificateholder the payment by the Holder of such Certificate 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 Owner Trustee and the Certificate Registrar) connected therewith. . (d) Any replacement duplicate Certificate of any Class issued pursuant to this Section 3.5 in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute complete and indefeasible evidence of ownership of the Percentage Interest an original additional beneficial interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issuedTrust, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any timetime or be enforced by anyone, and such shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. (e) The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. If (a) If any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05Certificate Registrar or the Administrator, the Paying AgentAdministrator will execute, authenticate and deliver in exchange a new Certificate of the same type, and having the same Current Certificate Balance as the surrendered Certificate. If a Holder of a destroyed, lost or stolen Certificate provides an affidavit to the Administrator of such occurrence and indemnity satisfactory to the Certificate Registrar or the Trustee or, if a Paying Agent has been appointed under Section 4.05Administrator, the Paying AgentAdministrator will execute, receives evidence to its satisfaction authenticate and deliver in exchange a new Certificate of the destruction, loss or theft of any Certificatesame type, and (b) there is delivered having the same Current Certificate Balance as the destroyed, lost or stolen Certificate. Every new Certificate issued pursuant to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by it to save it harmless, then, in the absence of notice to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide purchaser, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, shall authenticate and deliver, in exchange for or this paragraph in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and Class. Upon will be entitled to all the issuance of any new Certificate under this Section, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, may require benefits of the Certificateholder Series Certificate Agreement equally and proportionately with any and all other Certificates properly issued under 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 connected therewith. Any replacement Series Certificate of any Class issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issuedAgreement, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found is at any time, time enforceable by anyone. The provisions of this paragraph are exclusive and such will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates. (b) When any new Certificate shall be of no force or effect is issued under this AgreementSection 2.07, the Certificate Registrar or the Administrator may require that the Holder pay any transfer tax or other governmental charge that may be imposed in relation to the extent permitted creation, issuance, transfer or registration of the new Certificate and any other reasonable related expenses (including the fees and expenses of the Certificate Registrar or the Administrator). If any such amount is not paid by lawthe transferee or transferor, but is paid by the Administrator, the Administrator will have the right to be reimbursed the amount of such payment from the Bond Payment Subaccount, as described in Section 4.03.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentCertificate Registrar, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (bii) there is delivered to the Trustee or, if a Paying Agent has been appointed under Section 4.05Certificate Registrar, the Paying Agent, Owner Trustee and the Trust such security or indemnity as may be required by it them to save it hold each of them harmless, then, in the absence of notice to the Certificate Registrar or the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide protected purchaser, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, shall execute on behalf of the Paying Agent, Trust and the Owner Trustee shall authenticate and deliver (or shall cause Deutsche Bank Trust Company Americas as its authenticating agent to authenticate and deliver), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new replacement Certificate in authorized denominations of a like tenor aggregate principal amount; provided, however, that if any such destroyed, lost or stolen Certificate, but not a mutilated Certificate, shall have become or within seven days shall be due and Class. Upon payable, then instead of issuing a replacement Certificate the Owner Trustee may pay such destroyed, lost or stolen Certificate when so due or payable. (b) If, after the delivery of a replacement Certificate or payment in respect of a destroyed, lost or stolen Certificate pursuant to Section 3.5(a), a protected purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Owner Trustee shall be entitled to recover such replacement Certificate (and any distributions or payments made with respect thereto) or such payment from the Person to whom it was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, 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 Owner Trustee in connection therewith. (c) In connection with the issuance of any new replacement Certificate under this SectionSection 3.5, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, may require of the Certificateholder the payment by the Holder of such Certificate 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 Owner Trustee and the Certificate Registrar) connected therewith. . (d) Any replacement duplicate Certificate of any Class issued pursuant to this Section 3.5 in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute complete and indefeasible evidence of ownership of the Percentage Interest an original additional beneficial interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issuedTrust, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any timetime or be enforced by anyone, and such shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. (e) The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. If (a) If any mutilated Certificate is shall be surrendered to the Trustee orCertificate Registrar, of if a Paying Agent has been appointed under Section 4.05, the Paying Agent, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, receives Certificate Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (b) there is shall be delivered to the Certificate Registrar and the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by it them to save it each of them harmless, then, then in the absence of notice to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has shall have been acquired by a bona fide protected purchaser, the Owner Trustee oron behalf of Issuer shall execute and the Owner Trustee, if a Paying Agent has been appointed under Section 4.05or JPMorgan Chase Bank, as the Paying AgentOwner Trustee's authenticating agent, shall authenticate and (if the Certificate Registrar is different from the Owner Trustee, then the Certificate Registrar shall) deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like class, tenor and Classdenomination. Upon If, after delivery of such replacement Certificate, a protected purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Owner Trustee or the Certificate Registrar shall be entitled to recover such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, 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 Owner Trustee or the Certificate Registrar in connection therewith. In connection with the issuance of any new Certificate under this SectionSection 3.5, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, or the Paying Agent, Certificate Registrar may require of the Certificateholder 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 connected connection therewith. Any replacement duplicate Certificate of any Class issued pursuant to this Section shall constitute complete and indefeasible conclusive evidence of an ownership of the Percentage Interest interest in the distributions to which the Certificateholders of such Class are entitledIssuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement of mutilated, destroyed, lost or stolen Certificate shall be found at any time, and such mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentCertificate Registrar, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (bii) there is delivered to the Trustee or, if a Paying Agent has been appointed under Section 4.05Certificate Registrar, the Paying AgentOwner Trustee and the Trust, such security or indemnity as may be required by it them to save it hold each of them harmless, then, in the absence of notice to the Trustee or, if a Paying Agent has been appointed under Section 4.05Certificate Registrar, the Paying Agent, Owner Trustee or the Trust that such Certificate has been acquired by a bona fide protected purchaser, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, shall execute on behalf of the Paying Agent, Trust and the Owner Trustee shall authenticate and deliver (or shall cause its Authenticating Agent to authenticate and deliver), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new replacement Certificate in authorized denominations of a like tenor amount; provided, however, that if any such destroyed, lost or stolen Certificate, but not a mutilated Certificate, shall have become or within seven days shall be due and Class. Upon payable, then instead of issuing a replacement Certificate the Owner Trustee on behalf of the Trust may pay such destroyed, lost or stolen Certificate when so due or payable. (b) If, after the delivery of a replacement Certificate or distribution in respect of a destroyed, lost or stolen Certificate pursuant to subsection 3.5(a), a protected purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Owner Trustee on behalf of the Trust shall be entitled to recover such replacement Certificate (or such distribution) from the Person to whom it was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, 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 Trust or the Owner Trustee in connection therewith. (c) In connection with the issuance of any new replacement Certificate under this SectionSection 3.5, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, on behalf of the Paying Agent, Trust may require of the Certificateholder the payment by the Holder of such Certificate of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trust, the Owner Trustee and the Certificate Registrar) connected therewith. . (d) Any replacement duplicate Certificate of any Class issued pursuant to this Section 3.5 in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute complete and indefeasible evidence of ownership an original additional contractual obligation of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issuedTrust, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any timetime or be enforced by anyone, and such shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. (e) The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentCertificate Registrar, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (bii) there is delivered to the Trustee or, if a Paying Agent has been appointed under Section 4.05Certificate Registrar, the Paying Agent, Owner Trustee and the Trust such security or indemnity as may be required by it them to save it hold each of them harmless, then, in the absence of notice to the Certificate Registrar or the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide protected purchaser, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, shall execute on behalf of the Paying Agent, Trust and the Owner Trustee shall authenticate and deliver (or shall cause Bankers Trust Company as its authenticating agent to authenticate and deliver), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new replacement Certificate in authorized denominations of a like tenor aggregate principal amount; provided, however, that if any such destroyed, lost or stolen Certificate, but not a mutilated Certificate, shall have become or within seven days shall be due and Class. Upon payable, then instead of issuing a replacement Certificate the Owner Trustee may pay such destroyed, lost or stolen Certificate when so due or payable. (b) If, after the delivery of a replacement Certificate or payment in respect of a destroyed, lost or stolen Certificate pursuant to Section 3.5(a), a protected purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Owner Trustee shall be entitled to recover such replacement Certificate (and any distributions or payments made with respect thereto) or such payment from the Person to whom it was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, 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 Owner Trustee in connection therewith. (c) In connection with the issuance of any new replacement Certificate under this SectionSection 3.5, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, may require of the Certificateholder the payment by the Holder of such Certificate 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 Owner Trustee and the Certificate Registrar) connected therewith. . (d) Any replacement duplicate Certificate of any Class issued pursuant to this Section 3.5 in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute complete and indefeasible evidence of ownership of the Percentage Interest an original additional beneficial interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issuedTrust, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any timetime or be enforced by anyone, and such shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. (e) The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. If (a) If any mutilated Certificate is shall be surrendered to the Trustee orCertificate Registrar, of if a Paying Agent has been appointed under Section 4.05, the Paying Agent, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, receives Certificate Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (b) there is shall be delivered to the Certificate Registrar and the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by it them to save it each of them harmless, then, then in the absence of notice to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has shall have been acquired by a bona fide protected purchaser, the Owner Trustee oron behalf of Issuer shall execute and the Owner Trustee, if a Paying Agent has been appointed under Section 4.05or JPMorgan Chase, as the Paying AgentOwner Trustee’s authenticating agent, shall authenticate and (if the Certificate Registrar is different from the Owner Trustee, then the Certificate Registrar shall) deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like class, tenor and Classdenomination. Upon If, after delivery of such replacement Certificate, a protected purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Owner Trustee or the Certificate Registrar shall be entitled to recover such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, 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 Owner Trustee or the Certificate Registrar in connection therewith. In connection with the issuance of any new Certificate under this SectionSection 3.5, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, or the Paying Agent, Certificate Registrar may require of the Certificateholder 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 connected connection therewith. Any replacement duplicate Certificate of any Class issued pursuant to this Section shall constitute complete and indefeasible conclusive evidence of an ownership of the Percentage Interest interest in the distributions to which the Certificateholders of such Class are entitledIssuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement of mutilated, destroyed, lost or stolen Certificate shall be found at any time, and such mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. If (a) If any mutilated Certificate is surrendered to the Trustee orTrustee, if a Paying Agent has been appointed under Section 4.05, Discover Funding as the Paying Agent, or Holder of the Transferor Certificate shall execute and the Trustee orshall authenticate and deliver in exchange therefor a Certificate of the same Class and Series, if of a Paying Agent has been appointed under Section 4.05, like fractional undivided interest and bearing a number not contemporaneously outstanding. (b) If there shall be delivered to Discover Funding as the Paying Agent, receives Holder of the Transferor Certificate and the Trustee (i) evidence to its their satisfaction of the destruction, loss or theft of any Certificate, Certificate and (bii) there is delivered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by it them to save it each of them and any agent of either of them harmless, then, in the absence of notice to Discover Funding as the Holder of the Transferor Certificate or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide purchaser, Discover Funding as the Holder of the Transferor Certificate shall execute and, upon its request, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, 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 Class and Series, of a like tenor fractional undivided interest and Class. bearing a number not contemporaneously outstanding. (c) Upon the issuance of any new Certificate under pursuant to this Section, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Transferor may require of the Certificateholder 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 expenses, including counsel fees, of the Transferor and the Trustee, and any Paying Agent or Transfer Agent connected therewith. Any replacement , and in addition a further sum not exceeding two dollars for each Certificate of any Class so issued in substitution. (d) Every Certificate issued pursuant to this Section in lieu of any destroyed, lost or stolen Certificate shall constitute complete and indefeasible evidence of ownership an original additional contractual obligation of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issuedTrust, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any timetime enforceable by anyone, and such mutilated, destroyed, lost or stolen Certificate shall be entitled to all the benefits of no force or effect under this Agreement, to Agreement and the extent permitted by lawapplicable Series Supplement equally and proportionately with any and all other Certificates of the same Class and Series duly issued hereunder.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentCertificate Registrar, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (bii) there is delivered to the Certificate Registrar and the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by it them to save it hold each of the Trust, the Certificate Registrar and the Owner Trustee harmless, then, in the absence of notice to the Trustee or, if a Paying Agent has been appointed under Section 4.05Trust, the Paying Agent, Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a bona fide “protected purchaser” (as defined in the Relevant UCC), the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, shall execute on behalf of the Paying Agent, Trust and the Owner Trustee shall authenticate and deliver, in exchange for for, or in lieu of of, any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a new Certificate replacement Certificate, as the case may be, of like tenor and ClassCertificate Percentage Interest. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC), 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 Trust or the Owner Trustee in connection therewith. (b) Upon the issuance of any new replacement Certificate under this SectionSection 3.5, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Trust may require of the Certificateholder the payment by the Holder of such Certificate of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto connection with such issuance and any other reasonable expenses connected therewith(including the fees and expenses of the Owner Trustee) related thereto. Any Table of Contents (c) Every replacement Certificate of any Class issued pursuant to this Section 3.5 in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute complete and indefeasible evidence of ownership an original additional contractual obligation of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issuedTrust, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any timetime enforceable by anyone, and such shall be entitled to all the benefits of this Trust Agreement equally and proportionately with any and all other Certificates duly issued hereunder. (d) The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentCertificate Registrar, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (b) there is delivered to the Certificate Registrar and the Certificate Trustee orsuch security, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security indemnity or indemnity bond as may be required by it them to save it each of them harmless, then, in the absence of notice to the Certificate Registrar or the Certificate Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide purchaser, the Delaware Trustee, on behalf of the Certificate Issuer shall execute, and the Certificate Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, 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 Class as the Certificate so mutilated, destroyed, lost or stolen) of like tenor and ClassOriginal Principal Amount. Upon In connection with the issuance of any new Certificate under this SectionSection 2.08, the Certificate Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, may shall require of the Certificateholder 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 the fees and expenses of the Certificate Trustee and the Certificate Registrar) connected therewith. Any replacement duplicate Certificate of any Class issued pursuant to this Section 2.08 shall constitute complete and indefeasible conclusive evidence of ownership of the Percentage Interest same interest in the distributions to which the Certificateholders of such Class are entitledCertificate Issuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. Every replacement Certificate issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute an original additional contractual obligation of the Certificate Issuer, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any timetime enforceable by anyone, and such mutilated, destroyed, lost or stolen Certificate shall be entitled to all the benefits of no force or effect under this Agreement, to the extent permitted by lawCertificate Indenture equally and proportionately with any and all other Certificates duly issued hereunder.

Mutilated, Destroyed, Lost or Stolen Certificates. If (a) If any mutilated Certificate (together, in the case of a Bearer Certificate, with all unmatured Coupons appertaining thereto) is surrendered to the Trustee orTrustee, if a Paying Agent has been appointed under Section 4.05, Discover Bank on behalf of the Paying Agent, or Holder of the Seller Certificate shall execute and the Trustee orshall authenticate and deliver (in the case of a Bearer Certificate, if outside the United States) in exchange therefor a Paying Agent has been appointed under Section 4.05Certificate of the same Class and Series, of a like fractional undivided interest and bearing a number not contemporaneously outstanding. (b) If there shall be delivered to Discover Bank on behalf of the Paying Agent, receives Holder of the Seller Certificate and the Trustee (i) evidence to its their satisfaction of the destruction, loss or theft of any Certificate, Certificate and (bii) there is delivered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by it them to save it each of them and any agent of either of them harmless, then, in the absence of notice to Discover Bank on behalf of the Holder of the Seller Certificate or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide purchaser, Discover Bank on behalf of the Holder of the Seller Certificate shall execute and, upon its request, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, shall authenticate and deliverdeliver (in the case of a Bearer Certificate, in exchange for or outside the United States), in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same Class and Series, of a like tenor fractional undivided interest and Class. bearing a number not contemporaneously outstanding. (c) Upon the issuance of any new Certificate under pursuant to this Section, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Sellers may require of the Certificateholder 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 expenses, including counsel fees, of the Sellers and the Trustee, and any Paying Agent or Transfer Agent connected therewith. Any replacement , and in addition a further sum not exceeding two dollars for each Certificate of any Class so issued in substitution. (d) Every Certificate and Coupon issued pursuant to this Section shall constitute complete and indefeasible evidence in lieu of ownership of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issued, whether or not the mutilated, any destroyed, lost or stolen Certificate or Coupon shall be found at any timeconstitute an original additional contractual obligation of the Trust, and such mutilated, whether or not the destroyed, lost or stolen Certificate or Coupon shall be at any time enforceable by anyone, and shall be entitled to all the benefits of no force this Agreement and the applicable Series Supplement equally and proportionately with any and all other Certificates or effect under this Agreement, to Coupons of the extent permitted by lawsame Class and Series duly issued hereunder.

Mutilated, Destroyed, Lost or Stolen Certificates. If (a) If any mutilated Certificate is shall be surrendered to the Trustee orCertificate Registrar, of if a Paying Agent has been appointed under Section 4.05, the Paying Agent, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, receives Certificate Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (b) there is shall be delivered to the Certificate Registrar and the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by it them to save it each of them harmless, then, then in the absence of notice to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has shall have been acquired by a bona fide protected purchaser, the Owner Trustee oron behalf of Issuer shall execute and the Owner Trustee, if a Paying Agent has been appointed under Section 4.05or Chase, as the Paying AgentOwner Trustee's authenticating agent, shall authenticate and (if the Certificate Registrar is different from the Owner Trustee, then the Certificate Registrar shall) deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like class, tenor and Classdenomination. Upon If, after delivery of such replacement Certificate, a protected purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Owner Trustee or the Certificate Registrar shall be entitled to recover such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, 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 Owner Trustee or the Certificate Registrar in connection therewith. In connection with the issuance of any new Certificate under this SectionSection 3.5, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, or the Paying Agent, Certificate Registrar may require of the Certificateholder 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 connected connection therewith. Any replacement duplicate Certificate of any Class issued pursuant to this Section shall constitute complete and indefeasible conclusive evidence of an ownership of the Percentage Interest interest in the distributions to which the Certificateholders of such Class are entitledIssuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement of mutilated, destroyed, lost or stolen Certificate shall be found at any time, and such mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentCertificate Registrar, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (bii) there is delivered to the Certificate Registrar and the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by it them to save it hold each of the Trust, the Certificate Registrar and the Owner Trustee harmless, then, in the absence of notice to the Trustee or, if a Paying Agent has been appointed under Section 4.05Trust, the Paying Agent, Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a bona fide "protected purchaser" (as defined in the Relevant UCC), the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, shall execute on behalf of the Paying Agent, Trust and the Owner Trustee shall authenticate and deliver, in exchange for for, or in lieu of of, any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a new Certificate replacement Certificate, as the case may be, of like tenor and Classdenomination; provided, however, that if any such destroyed, lost or stolen Certificate, but not a mutilated Certificate, shall have become or within seven (7) days of the Certificate Registrar's receipt of evidence to its satisfaction of such destruction, loss or theft shall be due and payable, or shall have been called for prepayment in whole pursuant to Section 9.2, instead of issuing a replacement Certificate, the Owner Trustee may direct the Paying Agent to pay such destroyed, lost or stolen Certificate when so due or payable or upon the Prepayment Date without surrender thereof. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a "protected purchaser" (as defined in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a "protected purchaser" (as defined in the Relevant UCC), 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 Trust or the Owner Trustee in connection therewith. (b) Upon the issuance of any new replacement Certificate under this SectionSection 3.5, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Trust may require of the Certificateholder the payment by the Holder of such Certificate of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto connection with such issuance and any other reasonable expenses connected therewith. Any (including the fees and expenses of the Owner Trustee) related thereto. (c) Every replacement Certificate of any Class issued pursuant to this Section 3.5 in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute complete and indefeasible evidence of ownership an original additional contractual obligation of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issuedTrust, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any timetime enforceable by anyone, and such shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. (d) The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (ai) any mutilated Certificate is shall be surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentCertificate Registrar, or if the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, receives Certificate Registrar shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (bii) there is shall be delivered to the Certificate Registrar and the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by it them to save it each of them and the Issuer harmless, then, then in the absence of written notice to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, or actual knowledge that such Certificate has shall have been acquired by a bona fide purchaserProtected Purchaser, the Owner Trustee oron behalf of the Issuer shall execute and the Certificate Registrar shall, if a Paying Agent has been appointed under Section 4.05upon direction from the Depositor, the Paying Agent, shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and Classdenomination. Upon In connection with the issuance of any new Certificate under this Section, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, or the Paying Agent, Certificate Registrar may require of the Certificateholder 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 connected connection therewith. Any replacement Certificate of any Class issued pursuant to this Section shall constitute complete and indefeasible conclusive evidence of an ownership of the Percentage Interest interest in the distributions to which the Certificateholders of such Class are entitledIssuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. (b) If, after delivery of a replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to clause (a), a Protected Purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Issuer shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom it was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a Protected Purchaser, each of the Issuer, Owner Trustee and Certificate Registrar shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer, the Owner Trustee or the Certificate Registrar in connection therewith. (c) Every replacement Certificate issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any timetime enforceable by anyone, and such shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. (d) To the fullest extent permitted by law, the provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates. Neither the Owner Trustee nor the Certificate Registrar shall be of no force have any liability to any Person for with respect to such replacement Certificate issued pursuant to this Section 3.5 or effect under any original Certificate replaced pursuant to this AgreementSection 3.5, to the extent permitted even if such Certificate is acquired by lawa Protected Purchaser.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (ai) any mutilated Certificate is shall be surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentCertificate Registrar, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (bii) there is delivered to the Trustee orCertificate Registrar, if a the Certificate Paying Agent has been appointed under Section 4.05, and the Paying Agent, Owner Trustee such security or indemnity as may be required by it them to save it each of them harmless, then, in the absence of notice to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide purchaserProtected Purchaser, the Owner Trustee oron behalf of the Issuer shall execute, if a Paying Agent has been appointed under Section 4.05, and the Paying Agent, Owner Trustee or its authenticating agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of a like tenor and ClassPercentage Interest. If after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate, a Protected Purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Issuer and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a Protected Purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, liability, claim, damage or expense incurred by the Issuer or the Owner Trustee in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of ownership in the Issuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. (b) Upon the issuance of any new replacement Certificate under this Section, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Issuer may require of the payment by the Certificateholder the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto connection with such issuance and any other reasonable expenses connected therewith. Any (including the fees and expenses of the Owner Trustee) related thereto. (c) Every replacement Certificate of any Class issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute complete and indefeasible evidence of ownership an original additional contractual obligation of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issuedIssuer, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any timetime enforceable by anyone, and such shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. (d) The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentCertificate Registrar, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (bii) there is delivered to the Trustee or, if a Paying Agent has been appointed under Section 4.05Certificate Registrar, the Paying Agent, Owner Trustee and the Trust such security or indemnity as may be required by it them to save it hold each of them harmless, then, in the absence of notice to actual knowledge of a Responsible Officer of the Certificate Registrar or the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide protected purchaser, the Owner Trustee orshall execute on behalf of the Trust, if a Paying Agent has been appointed under Section 4.05, and the Paying Agent, Owner Trustee shall authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new replacement Certificate of a like tenor aggregate Percentage Interest in the Trust, as shown on the Certificate Register; provided, however, that if any such destroyed, lost or stolen Certificate, but not a mutilated Certificate, shall have become or within seven (7) days shall be payable, then, instead of issuing a replacement Certificate, the Paying Agent may make distributions to the registered Certificateholder of such destroyed, lost or stolen Certificate when so payable. (b) If, after the delivery of a replacement Certificate or payment in respect of a destroyed, lost or stolen Certificate pursuant to Section 3.5(a), a protected purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment or distribution such original Certificate, the Certificate Registrar shall be entitled to recover such replacement Certificate (and Class. Upon any distributions or payments made with respect thereto) or such payment or distribution from the Person to whom it was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, 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 Certificate Registrar in connection therewith. (c) In connection with the issuance of any new replacement Certificate under this SectionSection 3.5, the Trustee orOwner Trustee, if a Paying Agent has been appointed under Section 4.05, and the Paying Agent, Certificate Registrar may require of the Certificateholder the payment by the Holder of such Certificate 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 Owner Trustee and the Certificate Registrar) connected therewith. . (d) Any replacement duplicate Certificate of any Class issued pursuant to this Section 3.5 in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute complete and indefeasible evidence of ownership of the Percentage Interest an original additional beneficial interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issuedTrust, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any timetime or be enforced by anyone, and such shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. (e) The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. If (a) If any mutilated Certificate is surrendered to shall become mutilated, destroyed, lost or stolen, then upon the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, receives evidence to its satisfaction written request of the destructionholder thereof, loss or theft of any Certificate Trustee shall execute and deliver to such holder a new Certificate, and . Such new Certificate shall be: (bi) there is delivered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by it to save it harmless, then, registered in the absence of notice to name in which such mutilated, destroyed, lost or stolen Certificate was registered; (ii) in the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such same original Certificate has been acquired by a bona fide purchaser, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, shall authenticate and deliver, in exchange for or in lieu of any Purchaser Amount as such mutilated, destroyed, lost or stolen Certificate; and (iii) dated the date of such mutilated, a new destroyed, lost or stolen Certificate. If the Certificate of like tenor and Classbeing replaced has become mutilated, it shall be surrendered to Certificate Trustee. Upon If the issuance of any new Certificate under this Sectionbeing replaced has been destroyed, lost or stolen, the holder thereof shall furnish to Certificate Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as reasonably may require be required by it to save Certificate Trustee harmless from any loss and evidence reasonably satisfactory to Certificate Trustee of the Certificateholder destruction, loss or theft of such Certificate and 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 connected therewithownership thereof. Any replacement Each Certificate of any Class issued pursuant to this Section 2.9 shall bear a notation by Certificate Trustee of: (i) the aggregate amounts of Certificate Purchaser Amount of, and Yield on, such mutilated, destroyed, lost or stolen Certificate that were paid to any holder thereof at any time prior to the delivery of such new Certificate; and (ii) the date to which Yield on such mutilated, destroyed, lost or stolen Certificate had been paid to any holder thereof at the time of such delivery. (b) Any duplicate Certificate issued pursuant to this Section 2.9 shall ----------- constitute complete and indefeasible evidence of ownership of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitledCertificate, as if originally issued, whether or not the mutilatedlost, destroyed, lost stolen or stolen destroyed Certificate shall be found at any time, and such mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by law.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentCertificate Registrar, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (bii) there is delivered to the Trustee or, if a Paying Agent has been appointed under Section 4.05Certificate Registrar, the Paying Agent, Owner Trustee and the Trust such security or indemnity as may be required by it them to save it hold each of them harmless, then, in the absence of notice to the Certificate Registrar or the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide purchaser, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, shall execute on behalf of the Paying Agent, Trust and the Owner Trustee or the Owner Trustee's authenticating agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new replacement Certificate of a like tenor Percentage Interest; provided, however, that if any such destroyed, lost or stolen Certificate, but not a mutilated Certificate, shall have become or within seven days shall be due and Class. Upon payable, then instead of issuing a replacement Certificate the Owner Trustee may pay such destroyed, lost or stolen Certificate when so due or payable. (b) In connection with the issuance of any new replacement Certificate under this SectionSection 3.5, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, or the Paying Agent, Certificate Registrar may require of the Certificateholder the payment by the Holder of such Certificate 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 Owner Trustee and the Certificate Registrar) connected therewith. . (c) Any replacement duplicate Certificate of any Class issued pursuant to this Section 3.5 in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute complete and indefeasible evidence of ownership an original additional contractual obligation of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issuedTrust, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any timetime or be enforced by anyone, and such shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. (d) The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentCertificate Registrar, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (bii) there is delivered to the Trustee or, if a Paying Agent has been appointed under Section 4.05Certificate Registrar, the Paying Agent, Owner Trustee and the Trust such security or indemnity as may be required by it them to save it hold each of them harmless, then, in the absence of notice to the Certificate Registrar or the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide protected purchaser, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, shall execute on behalf of the Paying Agent, Trust and the Owner Trustee shall authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new replacement Certificate of a like tenor aggregate principal amount; provided, however, that if any such destroyed, lost or stolen Certificate, but not a mutilated Certificate, shall have become or within seven days shall be due and Class. Upon payable, then instead of issuing a replacement Certificate the Owner Trustee may pay such destroyed, lost or stolen Certificate when so due or payable. (b) If, after the delivery of a replacement Certificate or payment in respect of a destroyed, lost or stolen Certificate pursuant to subsection 3.5(a), a protected purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom it was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, 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 Owner Trustee in connection therewith. (c) In connection with the issuance of any new replacement Certificate under this SectionSection 3.5, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, may require of the Certificateholder the payment by the Holder of such Certificate 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 Owner Trustee and the Certificate Registrar) connected therewith. . (d) Any replacement duplicate Certificate of any Class issued pursuant to this Section 3.5 in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute complete and indefeasible evidence of ownership an original additional contractual obligation of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issuedTrust, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any timetime or be enforced by anyone, and such shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. (e) The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentRegistrar, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (b) there is delivered to the Registrar and the Trustee orsuch security, if a Paying Agent has been appointed under Section 4.05indemnity or bond, the Paying Agent, such security or indemnity as may be required by it them to save it each of them harmless, then, in the absence of notice to the Registrar or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such destroyed, lost or stolen Certificate has been acquired by a bona fide BONA FIDE purchaser, and PROVIDED, HOWEVER, that the requirements of Section 8-405 of the Uniform Commercial Code in effect in any applicable jurisdiction are met, the Trustee orshall execute, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate or Certificates of like tenor series, in authorized denominations and Classof like Fractional Undivided Interest and bearing a number not contemporaneously outstanding. Upon In connection with the issuance of any new Certificate under this SectionSection 3.06, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, may shall require of the Certificateholder 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 the fees and expenses of the Trustee and the Registrar) connected therewith. Any replacement duplicate Certificate of any Class issued pursuant to this Section 3.06 shall constitute complete and indefeasible conclusive evidence of ownership of the Percentage appropriate Fractional Undivided Interest in the distributions to which the Certificateholders of such Class are entitledrelated Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. The provisions of this Section 3.06 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificate shall be found at any time, and such mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying or any Authenticating Agent, or (ii) the Trustee or, if a Paying or any Authenticating Agent has been appointed under Section 4.05, the Paying Agent, receives evidence to its their satisfaction of the destruction, loss or theft of any Certificate, and (b) there is delivered to the Trustee or, if a Paying or any Authenticating Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by it them to save it each of them harmless, then, in the absence of notice to the Trustee or, if a Paying or any Authenticating Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide purchaser, the Trustee or, if a Paying shall execute and the Trustee or any Authenticating Agent has been appointed under Section 4.05, the Paying Agent, shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and ClassPercentage Interest. Upon the issuance of any new Certificate under this SectionSection 5.04, the Trustee or, if a Paying or any Authenticating Agent has been appointed under Section 4.05, the Paying Agent, may require of the Certificateholder 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 the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate of any Class issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership of the Percentage Interest in the distributions REMIC II Trust Fund (or with respect to which the Certificateholders of such Class are entitledR Certificates, the residual ownership interests in the REMIC I Trust Fund and REMIC II Trust Fund) as if originally issued, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any time, and such mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by law.

Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentCertificate Registrar, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (b) there is delivered to the Certificate Registrar and the Certificate Trustee orsuch security, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security indemnity or indemnity bond as may be required by it them to save it each of them harmless, then, in the absence of notice to the Certificate Registrar or the Certificate Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide purchaser, the Delaware Trustee, on behalf of the Certificate Issuer shall execute, and the Certificate Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, 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 Tranche as the Certificate so mutilated, destroyed, lost or stolen) of like tenor and ClassOriginal Principal Amount. Upon In connection with the issuance of any new Certificate under this SectionSection 2.08, the Certificate Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, may shall require of the Certificateholder 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 the fees and expenses of the Certificate Trustee and the Certificate Registrar) connected therewith. Any replacement duplicate Certificate of any Class issued pursuant to this Section 2.08 shall constitute complete and indefeasible conclusive evidence of ownership of the Percentage Interest same interest in the distributions to which the Certificateholders of such Class are entitledCertificate Issuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. Every replacement Certificate issued pursuant to this Section 2.08 in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute an original additional contractual obligation of the Certificate Issuer, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any timetime enforceable by anyone, and such mutilated, destroyed, lost or stolen Certificate shall be entitled to all the benefits of no force or effect under this Agreement, to the extent permitted by lawCertificate Indenture equally and proportionately with any and all other Certificates duly issued hereunder.

Mutilated, Destroyed, Lost or Stolen Certificates. If (a) ------------------------------------------------- any mutilated Certificate is shall become mutilated, destroyed, lost or stolen, the Owner Trustee shall, upon the written request of the affected Certificate Holder, execute, and the Indenture Trustee shall authenticate and deliver in replacement thereof, a new Certificate, of the same series as such Certificate, in the same principal amount, dated the date of such Certificate and designated as issued under this Indenture. If the Certificate being replaced has become mutilated, such Certificate shall be surrendered to the Indenture Trustee or, if and a Paying Agent photocopy thereof shall be furnished to the Owner Trustee by the Indenture Trustee. If the Certificate being replaced has been appointed under Section 4.05destroyed, lost or stolen, the Paying Agent, affected Certificate Holder shall furnish to the Owner Trustee and the Indenture Trustee such security or indemnity as may be reasonably required by them to hold the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, and the Paying Agent, receives Indenture Trustee harmless and evidence satisfactory to its satisfaction the Owner Trustee and the Indenture Trustee of the destruction, loss or theft of any Certificatesuch Certificate and of the ownership thereof; provided, however, that if the -------- ------- affected Certificate Holder is an original party to the Special Participation Agreement or an Affiliate thereof, the written notice of such destruction, loss or theft and (b) there is such ownership and the written undertaking of such Certificate Holder delivered to the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, and the Paying Agent, such security or indemnity as may be required by it Indenture Trustee to save it harmless, then, hold harmless the Owner Trustee and the Indenture Trustee in the absence of notice to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide purchaser, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and Class. Upon the issuance of any new Certificate under this Section, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, may require respect of the Certificateholder the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto execution, authentication and any other expenses connected therewith. Any replacement Certificate of any Class issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership of the Percentage Interest in the distributions to which the Certificateholders delivery of such Class are entitled, as if originally issued, whether or not the mutilated, destroyed, lost or stolen new Certificate shall be found at any timesufficient evidence, security and such mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawindemnity.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentCertificate Registrar, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (bii) there is delivered to the Trustee or, if a Paying Agent has been appointed under Section 4.05Certificate Registrar, the Paying Agent, Owner Trustee and the Trust such security or indemnity as may be required by it them to save it hold each of them harmless, then, in the absence of notice to the Certificate Registrar or the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide purchaser, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, shall execute on behalf of the Paying Agent, Trust and the Owner Trustee shall authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new replacement Certificate of a like tenor aggregate principal amount; provided, however, that if any such destroyed, lost or stolen Certificate, but not a mutilated Certificate, shall have become or within seven days shall be due and Class. Upon payable, then instead of issuing a replacement Certificate the Owner Trustee may pay such destroyed, lost or stolen Certificate when so due or payable. (b) If, after the delivery of a replacement Certificate or payment in respect of a destroyed, lost or stolen Certificate pursuant to subsection 3.5(a), a bona fide purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom it was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Owner Trustee in connection therewith. (c) In connection with the issuance of any new replacement Certificate under this SectionSection 3.5, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, may require of the Certificateholder the payment by the Holder of such Certificate 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 Owner Trustee and the Certificate Registrar) connected therewith. . (d) Any replacement duplicate Certificate of any Class issued pursuant to this Section 3.5 in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute complete and indefeasible evidence of ownership an original additional contractual obligation of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issuedTrust, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any timetime or be enforced by anyone, and such shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. (e) The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Trust Administrator or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Trust Administrator receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (bii) there is delivered to each of the Trustee or, if a Paying Agent has been appointed under Section 4.05Trustee, the Paying Agent, Trust Administrator and the Certificate Insurer such security or indemnity (provided that an unsecured letter of indemnity in a form reasonably satisfactory to the Trustee and the Trust Administrator from a Holder which is an insurance company having long-term unsecured debt which is rated at least investment grade (or having a comparable claim-paying ability rating) and having a minimum net worth of $100,000,000 shall satisfy such requirement) as may be required by it them to save it each of them harmless, then, in the absence of notice to actual knowledge by a Responsible Officer of the Trustee or, if a Paying Agent has been appointed under Section 4.05, or the Paying Agent, Trust Administrator that such Certificate has been acquired by a bona fide purchaser, the Trustee, or the Trust Administrator on behalf of the Trustee, shall execute and the Trustee or, if a Paying Agent has been appointed under Section 4.05, or the Paying Agent, Trust Administrator 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 Class and of like tenor denomination and ClassPercentage Interest. Upon the issuance of any new Certificate under this Section, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Trust Administrator may require of the Certificateholder 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 the fees and expenses of the Trust Administrator and the Trustee) connected therewith. Any replacement Certificate of any Class issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitledTrust, as if originally issued, whether or not the mutilatedlost, destroyed, lost stolen or stolen destroyed Certificate shall be found at any time, and such mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by law.

Mutilated, Destroyed, Lost or Stolen Certificates. If (a) If any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05Transfer Agent, the Paying Agent, or General Partner on behalf of the Trustee or, if Partnership shall execute and the Transfer Agent shall countersign and deliver in exchange therefor a Paying new Certificate evidencing the same number of Units as did the Certificate so surrendered. (b) If there shall be delivered to the General Partner and the Transfer Agent has been appointed under Section 4.05, the Paying Agent, receives (i) evidence to its their satisfaction of the destruction, loss or theft of any Certificate, Certificate and (bii) there is delivered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by it them to save it each of them and any of their agents harmless, then, in the absence of notice to the Trustee or, if a Paying General Partner or the Transfer Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide purchaser, the Trustee or, if a Paying General Partner on behalf of the Partnership shall execute and upon its request the Transfer Agent has been appointed under Section 4.05, the Paying Agent, shall authenticate countersign and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate evidencing the same number of like tenor and Class. Upon Units as did the Certificate so destroyed, lost or stolen. (c) As a condition to the issuance of any new Certificate under this SectionSection 10.3, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, General Partner may require of the Certificateholder 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 the fees and expenses of the Transfer Agent) connected therewith. Any replacement . (d) Every new Certificate of any Class issued pursuant to this Section 10.3 in lieu of any destroyed, lost or stolen Certificate shall constitute complete and indefeasible evidence of ownership of the Percentage an original additional Partnership Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issuedPartnership, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any timetime enforceable by anyone, and such mutilated, destroyed, lost or stolen Certificate shall be entitled to all the benefits of no force or effect under this Agreement, to the extent permitted by lawAgreement equally and proportionately with any and all other Units duly issued hereunder.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentCertificate Registrar, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (bii) there is delivered to the Trustee or, if a Paying Agent has been appointed under Section 4.05Certificate Registrar, the Paying Agent, Owner Trustee and the Trust such security or indemnity as may be required by it them to save it hold each of them harmless, then, in the absence of notice to the Certificate Registrar or the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide purchaser, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, shall execute on behalf of the Paying Agent, Trust and the Owner Trustee or the Certificate Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new replacement Certificate of a like tenor Percentage Interest; provided, however, that if any such destroyed, lost or stolen Certificate, but not a mutilated Certificate, shall have become or within seven days shall be due and Class. Upon payable, then instead of issuing a replacement Certificate the Owner Trustee may pay such destroyed, lost or stolen Certificate when so due or payable. (b) In connection with the issuance of any new replacement Certificate under this SectionSection 3.5, the Owner Trustee or, if a Paying Agent has been appointed under Section 4.05, or the Paying Agent, Certificate Registrar may require of the Certificateholder the payment by the Holder of such Certificate 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 Owner Trustee and the Certificate Registrar) connected therewith. . (c) Any replacement duplicate Certificate of any Class issued pursuant to this Section 3.5 in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute complete and indefeasible evidence of ownership an original additional contractual obligation of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issuedTrust, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any timetime or be enforced by anyone, and such shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. (d) The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentTrustee, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (bii) in the case of any mutilated Certificate, such mutilated Certificate shall first be surrendered to the Trustee, and in the case of any destroyed, lost or stolen Certificate, there is shall be first delivered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be reasonably required by it to save hold the Trustee harmless (provided, that with respect to an Owner which is an insurance company, a letter of indemnity furnished by it harmlessshall be sufficient for this purpose; provided, that such insurance company possesses at least an investment grade rating from any of the Rating Agencies), then, in the absence of notice to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide purchaser, the Trustee orshall execute, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Class, tenor and Classaggregate principal amount, bearing a number not contemporaneously outstanding. Upon the issuance of any new Certificate under this Section, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, may require of the Certificateholder the payment of a sum sufficient to cover any tax or other governmental charge that may 57 63 be imposed in relation thereto and thereto; any other expenses connected therewithin connection with such issuance shall be an expense of the Trust. Any replacement Every new Certificate of any Class issued pursuant to this Section shall constitute complete and indefeasible evidence in exchange for or in lieu of ownership of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issued, whether or not the any mutilated, destroyed, lost or stolen Certificate shall constitute evidence of a substitute interest in the Trust, and shall be found at entitled to all the benefits of this Agreement equally and proportionately with any time, and all other Certificates of the same Class duly issued hereunder and such mutilated, destroyed, lost or stolen Certificate shall not be valid for any purpose. The provisions of no force or effect under this Agreement, Section are exclusive and shall preclude (to the extent permitted by lawlawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. If (a) If any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05Certificate Registrar or the Administrator, the Paying AgentAdministrator will execute, authenticate and deliver in exchange a new Certificate of the same type, and having the same Current Certificate Balance as the surrendered Certificate. If a Holder of a destroyed, lost or stolen Certificate provides an affidavit to the Administrator of such occurrence and indemnity satisfactory to the Certificate Registrar or the Trustee or, if a Paying Agent has been appointed under Section 4.05Administrator, the Paying AgentAdministrator will execute, receives evidence to its satisfaction authenticate and deliver in exchange a new Certificate of the destructionsame Class and Subclass, loss or theft of any Certificateas applicable, and (b) there is delivered having the same Current Certificate Balance as the destroyed, lost or stolen Certificate. Every new Certificate issued pursuant to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by it to save it harmless, then, in the absence of notice to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide purchaser, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, shall authenticate and deliver, in exchange for or this paragraph in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and Class. Upon will be entitled to all the issuance of any new Certificate under this Section, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, may require benefits of the Certificateholder Series Certificate Agreement equally and proportionately with any and all other Certificates properly issued under 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 connected therewith. Any replacement Series Certificate of any Class issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issuedAgreement, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found is at any time, time enforceable by anyone. The provisions of this paragraph are exclusive and such will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Certificates. (b) When any new Certificate shall be of no force or effect is issued under this AgreementSection 2.07, the Certificate Registrar or the Administrator may require that the Holder pay any transfer tax or other governmental charge that may be imposed in relation to the extent permitted creation, issuance, transfer or registration of the new Certificate and any other reasonable related expenses (including the fees and expenses of the Certificate Registrar or the Administrator). If any such amount is not paid by lawthe transferee or transferor, but is paid by the Administrator, the Administrator will have the right to be reimbursed the amount of such payment from the Bond Payment Subaccount, as described in Section 4.03.

Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (b) there is delivered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by it to save it harmless, then, in the absence of notice to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide purchaser, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and Class. Upon the issuance of any new Certificate under this Section, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, Agent may require of the Certificateholder 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 connected therewith. Any replacement Certificate of any Class issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issued, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any time, and such mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by law.

Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying AgentTrustee, or if the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (b) there is delivered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity 57 69 as may be required by it and TRI to save it hold each of them harmless, thenthen TRI shall execute, in the absence of notice to and the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide purchaser, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor terms and Classprincipal amount; provided that an unsecured agreement of indemnity, in form and substance satisfactory to the Trustee and TRI, shall satisfy the requirements of clause (b) of this sentence if the maker of such agreement (or its guarantor) has a senior actual or implied debt rating or claims paying rating from the Rating Agency of not less than A, provided that in any case when the Trustee is expected to rely on an implied debt rating or claims paying rating, the Trustee shall have reasonable means to verify such implied rating. Upon In connection with the issuance of any new Certificate Certificates under this Section, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, may require of payment by the Certificateholder the payment Investor of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses connected (including reasonable fees and expenses of the Trustee) in connection therewith. Any replacement duplicate Certificate of any Class issued pursuant to this Section shall constitute complete conclusive and indefeasible evidence of ownership of the Percentage Interest an interest in the distributions to which the Certificateholders of such Class are entitledTransferred Assets, as if originally issued, whether or not the mutilatedlost, destroyed, lost stolen or stolen destroyed Certificate shall be found enforceable by anyone. If, at any timetime after the Trustee has given notice to the Investors of the date on which final payment of principal is to be made with respect to all then-outstanding Certificates in connection with the end of the Liquidation Period, (A) the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (B) the holder of such mutilatedCertificate delivers to the Trustee such security or indemnity as may be required by it and TRI to hold the Trustee and TRI harmless, destroyedthen, lost or stolen in the absence of notice to the Trustee that such Certificate has been acquired by a bona fide purchaser, final payment of principal shall be made to such holder without any presentation or surrender of no force or effect under this Agreement, the Certificate with respect to the extent permitted by lawwhich such indemnity shall have been provided.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ai) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying or any Authenticating Agent, or (ii) the Trustee or, if a Paying or any Authenticating Agent has been appointed under Section 4.05, the Paying Agent, receives evidence to its their satisfaction of the destruction, loss or theft of any Certificate, and (b) there is delivered to the Trustee or, if a Paying or any Authenticating Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by it them to save it each of them harmless, then, in the absence of notice to the Trustee or, if a Paying or any Authenticating Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide purchaser, the Trustee or, if a Paying shall execute and the Trustee or any Authenticating Agent has been appointed under Section 4.05, the Paying Agent, shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and ClassPercentage Interest. Upon the issuance of any new Certificate under this SectionSection 5.04, the Trustee or, if a Paying or any Authenticating Agent has been appointed under Section 4.05, the Paying Agent, may require of the Certificateholder 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 the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate of any Class issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership of the Percentage Interest in the distributions REMIC III 106 Trust Fund (or with respect to which the Certificateholders of such Class are entitledR-1 and Class R-2 Certificates, the residual ownership interests in the REMIC I Trust Fund and REMIC II Trust Fund, respectively) as if originally issued, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any time, and such mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by law.

Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, or the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (b) there is delivered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by it to save it harmless, then, in the absence of notice to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide purchaser, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and Class. Upon the issuance of any new Certificate under this Section, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, may require of the Certificateholder 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 connected therewith. Any replacement Certificate of any Class issued pursuant to this Section shall constitute 44 complete and indefeasible evidence of ownership of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issued, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any time, and such mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by law.

Mutilated, Destroyed, Lost or Stolen Certificates. If (ai) ------------------------------------------------- any mutilated Certificate is surrendered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying or any Authenticating Agent, or (ii) the Trustee or, if a Paying or any Authenticating Agent has been appointed under Section 4.05, the Paying Agent, receives evidence to its their satisfaction of the destruction, loss or theft of any Certificate, and (b) there is delivered to the Trustee or, if a Paying or any Authenticating Agent has been appointed under Section 4.05, the Paying Agent, such security or indemnity as may be required by it them to save it each of them harmless, then, in the absence of notice to the Trustee or, if a Paying or any Authenticating Agent has been appointed under Section 4.05, the Paying Agent, that such Certificate has been acquired by a bona fide purchaser, the Trustee or, if a Paying shall execute and the Trustee or any Authenticating Agent has been appointed under Section 4.05, the Paying Agent, shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and ClassPercentage Interest. Upon the issuance of any new Certificate under this SectionSection 5.04, the Trustee or, if a Paying or any Authenticating Agent has been appointed under Section 4.05, the Paying Agent, may require of the Certificateholder 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 the fees and expenses of the Trustee or any Authenticating Agent) connected therewith. Any replacement Certificate of any Class issued pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership of the Percentage Interest in the distributions REMIC II Trust Fund (or with respect to which the Certificateholders of such Class are entitledR-1 Certificates, the residual ownership interests in the REMIC I Trust Fund) as if originally issued, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any time, and such mutilated, destroyed, lost or stolen Certificate shall be of no force or effect under this Agreement, to the extent permitted by law.

Mutilated, Destroyed, Lost or Stolen Certificates. If (a) In case any Class R Certificate becomes mutilated or defaced or lost, destroyed or stolen, then on the terms herein set forth, and not otherwise, the Issuer Trustee, at the direction of the Authenticating Agent, shall execute and the Authenticating Agent on behalf of the Issuer shall authenticate and deliver to the registered Holder a new Class R Certificate of like tenor and date, and bearing such identifying number or designation as the Authenticating Agent may determine, in exchange and substitution for, and upon cancellation of, the mutilated or defaced Class R Certificate, or in lieu of and in substitution for the same if lost, destroyed or stolen. The applicant for a new Class R Certificate pursuant to this Section 4.06 shall, in the case of any mutilated Certificate is surrendered or defaced Class R Certificate, surrender such certificate to the Trustee or, if a Paying Authenticating Agent has been appointed under Section 4.05, and furnish to the Paying Authenticating Agent, in the case of any lost, destroyed or stolen Class R Certificate, evidence satisfactory to the Trustee orAuthenticating Agent of such loss, if a Paying destruction or theft and, in each case, evidence satisfactory to the Authenticating Agent has been appointed under Section 4.05, the Paying Agent, receives evidence to its satisfaction of the destruction, loss or theft ownership and authenticity of any Certificate, such Class R Certificate and (b) there is delivered to the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, shall pay all expenses and charges of such substitution and furnish such security or indemnity as may be reasonably required by it the Issuer Trustee and the Authenticating Agent to indemnify and defend and save it harmless, then, in the absence of notice to Authenticating Agent and the Issuer Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agentharmless (provided, that such Certificate has been acquired by a bona fide purchaser, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, shall authenticate and deliver, in exchange for or in lieu unsecured agreement of indemnity of any Certificateholder who is an Institutional Accredited Investor shall be deemed satisfactory, it being understood, that the Authenticating Agent may reasonably request information necessary to establish that any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and Class. Upon the issuance of any new Certificate under this Section, the Trustee or, if a Paying Agent has been appointed under Section 4.05, the Paying Agent, may require of the Certificateholder 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 connected therewithholder is an Institutional Accredited Investor). Any replacement Certificate of any defaced or mutilated Class issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership of the Percentage Interest in the distributions to which the Certificateholders of such Class are entitled, as if originally issued, whether or not the mutilated, destroyed, lost or stolen R Certificate shall be found at any timedestroyed by the Authenticating Agent, and such mutilatedor retained in accordance with its standard retention policy, destroyed, lost or stolen upon delivery by it of a new Class R Certificate shall be of no force or effect under this Agreement, to the extent permitted by lawHolder.