Common use of Replacement Notes Clause in Contracts

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Note. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

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

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder holder (a) notifies satisfies the Issuer or Company and the Trustee within a reasonable time after such Holder holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or Company and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Company and the Trustee. If required by the Trustee or the Issuer, such Holder Such holder shall furnish an indemnity bond sufficient in the judgment of the Trustee Trustee, with respect to the Trustee, and the Issuer Company, with respect to the Company, to protect the IssuerCompany, the Trustee, the Authenticating Agent, Paying Agent and the Registrar Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer Company and the Trustee may charge the Holder holder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer Company in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the IssuerCompany. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder holder (a) notifies satisfies the Issuer or Issuers and the Trustee within a reasonable time after such Holder holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or Issuers and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuers and the Trustee. If required by the Trustee or the IssuerIssuers, such Holder holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer Issuers to protect the IssuerIssuers, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer Issuers and the Trustee may charge the Holder holder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the IssuerIssuers. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the such Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note Note, if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Issuer or and the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the TrusteeIssuer, Trustee and/or the Authentication Agent, as applicable. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee Issuer and the Issuer Trustee (and the Paying Agent, Registrar and Authentication Agent, if not the Trustee) to protect the Issuer, the Trustee, the Authenticating Paying Agent, Paying Agent the Registrar, any co-registrar and the Registrar Authentication Agent, as applicable, from any loss that or liability which any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies of the Holders with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder holder (a) notifies satisfies the Issuer or the Trustee within a reasonable time after such Holder holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, a Paying Agent and the Registrar from any loss or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer and the Trustee may charge the Holder holder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, authentication agent shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Issuer Issuers or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer Issuers or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the IssuerIssuers, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer Issuers to protect the IssuerIssuers, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer Issuers and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, including reasonable fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Notecounsel. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the IssuerIssuers. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agentshall, upon receipt of an Authentication Ordera written order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder holder (a) notifies satisfies the Issuer or and the Trustee within a reasonable time after such Holder holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuer and the Trustee. If required by the Trustee or the Issuer, such Holder holder shall furnish an indemnity bond sufficient in the judgment of the Trustee Trustee, with respect to the Trustee, and the Issuer Issuer, with respect to the Issuer, to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer and the Trustee may charge the Holder holder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. (a) If a mutilated Note is surrendered to the Registrar or if the a Holder claims that the its Note has been lost, destroyed or wrongfully takentaken and the Registrar receives evidence to its satisfaction of the ownership and loss, destruction or theft of such Note, the Issuer shall issue and the Trustee or the Authenticating AgentTrustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s reasonable requirements of Section 8-405 of the Uniform Commercial Code are otherwise met, such that . An indemnity bond must be provided by the Holder (a) notifies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, Paying any Agent and the Registrar any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their the expenses in replacing a Note including, but not limited to, of the Issuer and the Trustee (including reasonable respective fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such counsel) in replacing a Note. In Every replacement Note is a contractual obligation of the event Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. Notwithstanding the foregoing provisions of this Section 2.07(a), in case any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note may, instead of issuing a new Note in replacement thereofNote, pay such Note. Every Upon the issuance of any replacement Note is an additional obligation under this Section 2.07, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the Issuer. reasonable fees and expenses of counsel and the Trustee) connected therewith. (b) The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder holder (a) notifies satisfies the Issuer or and the Trustee within a reasonable time after such Holder holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuer and the Trustee. If required by the Trustee or the Issuer, such Holder Such holder shall furnish an indemnity bond sufficient in the judgment of the Trustee Trustee, with respect to the Trustee, and the Issuer Issuer, with respect to the Issuer, to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer and the Trustee may charge the Holder holder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a any mutilated certificated Note is surrendered to the Registrar Registrar, the Trustee or if the Holder claims that Issuer and the Note has been lostTrustee receives evidence to its satisfaction of the destruction, destroyed loss or wrongfully takentheft of any Note, the Issuer shall issue and the Trustee or the Authenticating AgentTrustee, upon receipt of an Authentication Order, shall authenticate authenticate, or cause the Authentication Agent to authenticate, a replacement Note in exchange and substitution for, and in such form as the Note mutilated, lost, destroyed or wrongfully taken if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuer and the Trustee. If required by the Trustee Trustee, the Registrar or the Issuer, such Holder shall furnish an indemnity bond or other indemnity sufficient in the judgment of the Trustee Issuer, the Registrar and the Issuer Trustee to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent Trustee and the Registrar Agents, from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note includingNote, but not limited to, reasonable including fees and expenses of counsel and any tax that may be imposed with respect to the replacement of in replacing such Note. In Every replacement Note issued pursuant to this Section 2.07 shall be an additional obligation of the event Issuer and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. Notwithstanding the foregoing, in case any such mutilated, lostdestroyed, destroyed lost or wrongfully taken stolen certificated Note has become or is about to become due and payable, or is about to be redeemed or purchased by the Issuer pursuant to the provisions herein, the Issuer in its discretion may pay such Note may, instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of certificated Note, pay, redeem or purchase such certificated Note, as the Issuer. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notescase may be.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder holder (a) notifies satisfies the Issuer or and the Trustee within a reasonable time after such Holder holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuer and the Trustee. If required by the Trustee or the Issuer, such Holder holder shall furnish an indemnity bond sufficient in the judgment of the Trustee Trustee, with respect to the Trustee, and the Issuer Issuer, with respect to the Issuer, to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer and the Trustee may charge the Holder holder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (ai) notifies satisfies the Issuer Company or the Trustee within a reasonable time after such Holder he has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (bii) makes such request to the Issuer Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (ciii) satisfies any other reasonable requirements of the TrusteeTrustee and the Company including evidence of the destruction, loss or theft of the Note. If required by the Trustee or the Issuer, such Such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the IssuerCompany, any Guarantor, the Trustee, the Authenticating Paying Agent, Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable fees and expenses including the payment of counsel and a sum sufficient to cover any tax or other governmental charge that may be imposed with respect to the replacement of such Noterequired. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer Company in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the IssuerCompany, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all of the benefits of this Indenture equally and proportionally with all other Notes duly issued hereunder. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder holder (a) notifies satisfies any requirement of the Issuer or Issuers and the Trustee within a reasonable time after such Holder holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or Issuers and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuers and the Trustee. If required by the Trustee or the IssuerIssuers, such Holder holder shall furnish an indemnity bond sufficient in the judgment of the Trustee Trustee, with respect to the Trustee, and the Issuer Issuers, with respect to the Issuers, to protect the IssuerIssuers, the Trustee, the Authenticating Agent, Paying Agent and the Registrar Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer Issuers and the Trustee may charge the Holder holder for their expenses in replacing a Note (including, but not limited towithout limitation, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the IssuerIssuers. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. (a) If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note of the same series if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, a Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable (including attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. . (b) Every replacement Note is an additional obligation of the Issuer. Issuer and the Guarantors. (c) The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. (a) If a (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee and Issuer receive evidence to their satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless then, in the absence of notice to the Issuer, the Note Registrar or if and the Holder claims Indenture Trustee that the such Note has been lostacquired by a bona fide purchaser, destroyed or wrongfully takenand provided, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if that the requirements of Section 8-405 of the Uniform Commercial Code UCC (which generally permit the Issuer to impose reasonable requirements) are met, the Issuer shall execute and upon receipt of an Issuer Order the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven days shall be due and payable, instead of issuing a replacement Note, the Holder Issuer may pay such destroyed, lost or stolen Note when so due or payable without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued (aor in respect of which such payment was made) notifies presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note 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 Issuer or the Indenture Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, in connection therewith. (b) makes such request to Upon the issuance of any replacement Note under this Section 2.10, the Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any tax or the Trustee prior to the Note being acquired by a protected purchaser as defined other governmental charge that may be imposed in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) relation thereto and (c) satisfies any other reasonable requirements of expenses (including the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable fees and expenses of counsel the Indenture Trustee and any tax that may be imposed with respect to the replacement of such Note. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. counsel) connected therewith. (c) Every replacement Note is an additional obligation issued pursuant to this Section 2.10 in replacement of any mutilated, destroyed, lost or stolen Note shall be entitled to all the Issuer. benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. (d) The provisions of this Section 2.07 2.10 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lostdestroyed, destroyed lost or wrongfully taken stolen Notes.

Replacement Notes. If a mutilated Definitive Note is surrendered to a Registrar, if a mutilated Global Note is surrendered to the Registrar Issuer or if the a Holder claims that the a Note has been lost, destroyed or wrongfully taken, the Issuer shall (at its own expense) issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, Agent shall authenticate a replacement Note in such form as the Note being replaced if the requirements of Section 8-405 of the Uniform Commercial Code Trustee, the Registrar, the Issuer and the Guarantors are met, such that the Holder (a) notifies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee Trustee, the Registrar, the Issuer or the IssuerGuarantors, such Holder shall furnish must provide an indemnity bond or other indemnity, sufficient in the judgment of the Trustee Issuer, the Guarantors, the relevant Registrar and the Issuer Trustee, to protect the Issuer, the TrusteeGuarantors, the Authenticating Agent, Paying Agent Trustee and the relevant Registrar and any Agent from any loss that loss, fee, expense or liability which any of them may suffer if a when such Note is replacedreplaced and evidence to their reasonable satisfaction of apparent loss, destruction or theft of such Note may be required by the Issuer, the Trustee or any such Agent. The Issuer Issuer, the Trustee and the Trustee Registrar may charge such Holder of the Holder Notes for their out-of-pocket expenses in replacing a Note includingNote, but not limited to, reasonable including properly incurred fees and expenses of counsel and any tax that may be imposed with respect to applicable Taxes thereon. Every replacement Note is an additional obligation of the replacement of such NoteIssuer. In the event If any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer may, in its discretion may pay such Note sole discretion, instead of issuing a replacement Note, pay such Note. If after delivery of any such new Note, a bona fide purchaser of the original Note in lieu of which such new Note in replacement thereof. Every replacement Note is an additional obligation of was issued presents for payment such original Note, the Issuer, the Trustee or any Agent shall be entitled to recover such new Note from the person to whom it was delivered or any transferee thereof, except a bona fide purchaser, and shall be entitled to recover upon any security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer, the Trustee or any Agent in connection therewith. The provisions of this Section 2.07 2.7 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost, destroyed stolen or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the First Lien Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder holder (a) notifies satisfies the Issuer or Issuers and the First Lien Trustee within a reasonable time after such Holder holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or Issuers and the First Lien Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuers and the First Lien Trustee. If required by the Trustee or the Issuer, such Holder Such holder shall furnish an indemnity bond sufficient in the judgment of the Trustee First Lien Trustee, with respect to the First Lien Trustee, and the Issuer Issuers, with respect to the Issuers, to protect the IssuerIssuers, the First Lien Trustee, the Authenticating Agent, Paying Agent and the Registrar Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer Issuers and the First Lien Trustee may charge the Holder holder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the IssuerIssuers. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Note Guarantors, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Note. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payablepayable (including upon redemption), the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies any requirement of the Issuer or and the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuer and the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee Trustee, with respect to the Trustee, and the Issuer Issuer, with respect to the Issuer, to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note (including, but not limited towithout limitation, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or the Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agentand, upon receipt of a written order of the Issuer in the form of an Authentication OrderOfficer’s Certificate in accordance with Section 2.01, the Trustee shall authenticate a replacement Note (and the Guarantors shall execute the Guarantees thereon) if the Holder of such Note furnishes to the Issuer and the Trustee evidence reasonably acceptable to them of the ownership and the destruction, loss or theft of such Note and if the requirements of Section 8-405 of the New York Uniform Commercial Code as in effect on the date of this Indenture are met, such that the Holder (a) notifies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an An indemnity bond shall also be posted, sufficient in the judgment of the Trustee and the Issuer all to protect the Issuer, the Guarantors, the Trustee, the Authenticating Agent, Registrar and any Paying Agent and the Registrar from any loss that any of them may suffer if a such Note is replaced. The Issuer may charge such Holder for the Issuer’s reasonable out-of-pocket expenses in replacing such Note and the Trustee may charge the Holder Issuer for their the Trustee’s reasonable out-of-pocket expenses (including, without limitation, attorneys’ fees and disbursements) in replacing such Note and may require the payment of a Note includingsum sufficient to cover any tax, but not limited toassessment, fee or other charge that may be imposed in relation thereto and any other expenses (including the reasonable out-of-pocket fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Note. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereofTrustee) connected therewith. Every replacement Note is an additional shall constitute a contractual obligation of the Issuer. The provisions of this Section 2.07 2.08 are exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed destroyed, mutilated or wrongfully taken Notes.

Replacement Notes. (a) If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note of the same series if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Issuer Issuers or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer Issuers or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 8—303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the IssuerIssuers, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the IssuerIssuers, the Trustee, the Authenticating Agent, a Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer Issuers and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable (including attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Note instead of issuing a new Note in replacement thereof. . (b) Every replacement Note is an additional obligation of the Issuer. Issuers and the Guarantors. (c) The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If the holder of a mutilated Note is surrendered to the Registrar or if the Holder claims that the Note has been lost, destroyed or wrongfully taken, in the absence of notice to the Issuer, the Guarantors or the Trustee that such Notes have been acquired by a protected purchaser the Issuer shall issue issue, the Guarantors shall endorse and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Issuer’s and the Guarantors’ requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee Trustee, the Issuer or Guarantors as a condition of receiving a replacement Note, the Issuer, such Holder shall furnish holder of a Note must provide a certificate of loss and an indemnity and/or an indemnity bond sufficient sufficient, in the judgment of the Trustee Issuer, the Guarantors and the Issuer Trustee, to fully protect the Issuer, the Guarantors, the Trustee, the Authenticating Agent, Paying any Agent and the Registrar any authenticating agent from any loss that loss, liability, cost or expense which any of them may suffer or incur if a the Note is replaced. The Issuer Issuer, the Guarantors and the Trustee may charge the Holder relevant holder for their expenses in replacing any Note. The Trustee or any authenticating agent may authenticate any such substituted Note, and deliver the same upon the receipt of such security or indemnity as the Trustee, the Issuer, the Guarantors and, if applicable, such authenticating agent may require. Upon the issuance of any substituted Note, the Issuer and the Guarantors may require the payment of a Note including, but not limited to, reasonable fees and expenses of counsel and sum sufficient to cover any tax or other governmental charge that may be imposed with respect to the replacement of such Notein relation thereto and any other expenses connected therewith. In the event case any such mutilated, lost, destroyed or wrongfully taken Note which has become matured or is about to mature, has been called for redemption pursuant to Article 3, has been submitted for repurchase pursuant to Section 4.06 or is about to be converted into Common Shares pursuant to Article 12, shall become due and payablemutilated or be destroyed, lost or stolen, the Issuer in its discretion may pay such Note and the Guarantors may, instead of issuing a new substitute Note, pay or authorize the payment of or convert or authorize the conversion of the same (without surrender thereof except in the case of a mutilated Note), as the case may be, if the applicant for such payment or conversion shall furnish to the Issuer and the Guarantors, to the Trustee and, if applicable, to the authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or connected with such substitution, and, in case of destruction, loss or theft, evidence satisfactory to the Issuer, the Guarantors, the Trustee and, if applicable, any paying agent or conversion agent of the destruction, loss or theft of such Note in replacement and of the ownership thereof. Every replacement Note (including the related Guarantee) is an additional obligation of the Issuer. The provisions of this Section 2.07 are exclusive Issuer and the Guarantors and shall preclude (be entitled to all the extent lawful) benefits provided under this Indenture equally and proportionately with all other rights Notes duly issued, authenticated and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notesdelivered hereunder.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Trustee or the Authenticating Agentshall, upon receipt of an Authentication Ordera written order of the Issuers, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder holder (a) notifies satisfies the Issuer or Issuers and the Trustee within a reasonable time after such Holder holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or Issuers and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuers and the Trustee. If required by the Trustee or the IssuerIssuers, such Holder holder shall furnish an indemnity bond sufficient in the judgment of the Trustee Trustee, with respect to the Trustee, and the Issuer Issuers, with respect to the Issuers, to protect the IssuerIssuers, the Trustee, the Authenticating Agent, Paying Agent and the Registrar Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer Issuers and the Trustee may charge the Holder holder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the IssuerIssuers. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. (a) If a mutilated Note is surrendered to the Registrar or if the a Holder claims that the its Note has been lost, destroyed or wrongfully takentaken and the Registrar receives evidence to its satisfaction of the ownership and loss, destruction or theft of such Note, the Issuer shall issue and the Trustee or the Authenticating AgentTrustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s reasonable requirements of Section 8-405 of the Uniform Commercial Code are otherwise met, such that . An indemnity bond must be provided by the Holder (a) notifies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, Paying any Agent and the Registrar any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for the expenses of the Issuer and the Trustee (including their expenses in replacing a Note including, but not limited to, reasonable respective fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such counsel) in replacing a Note. In Every replacement Note is a contractual obligation of the event Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. Notwithstanding the foregoing provisions of this Section 2.07(a), in case any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note may, instead of issuing a new Note in replacement thereofNote, pay such Note. Every Upon the issuance of any replacement Note is an additional obligation under this Section 2.07, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the Issuer. fees and expenses of counsel and the Trustee) connected therewith. (b) The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. (a) If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and and, upon Issuer Order, the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (ai) notifies satisfies the Issuer or the Trustee within a reasonable time after such Holder he has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (bii) makes such request to the Issuer or the Trustee prior to the Note Note's being acquired presented for registration of Transfer to the Issuer by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “"protected purchaser”") and (ciii) satisfies any other reasonable requirements of the Issuer or the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Note. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. . (b) Upon the issuance of any replacement Note under this Section 2.08, the Issuer may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed and any other expenses (including the fees and expenses of the Trustee and the expenses of the Issuer) in connection therewith. (c) Every replacement Note is issued pursuant to this Section 2.08 in exchange for any mutilated Note, or in lieu of any destroyed, lost or stolen Note, shall constitute an original additional contractual obligation of the Issuer. Issuer and any other obligor upon the Notes, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. (d) The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder holder (a) notifies satisfies the Issuer or Issuers and the Trustee within a reasonable time after such Holder holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or Issuers and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuers and the Trustee. If required by the Trustee or the IssuerIssuers, such Holder holder shall furnish an indemnity bond sufficient in the judgment of the Trustee Trustee, with respect to the Trustee, and the Issuer Issuers, with respect to the Issuers, to protect the IssuerIssuers, the Trustee, the Authenticating Agent, Paying Agent and the Registrar Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer Issuers and the Trustee may charge the Holder holder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the IssuerIssuers. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder holder (a) notifies satisfies the Issuer or Issuers and the Trustee within a reasonable time after such Holder holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or Issuers and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuers and the Trustee. If required by the Trustee or the IssuerIssuers, such Holder holder shall furnish an indemnity bond or security sufficient in the judgment of the Trustee Trustee, with respect to the Trustee, and the Issuer Issuers, with respect to the Issuers, to protect the IssuerIssuers, the Trustee, the Authenticating Agent, Paying Agent and the Registrar Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer Issuers and the Trustee may charge the Holder holder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the IssuerIssuers. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If the holder of a mutilated Note is surrendered to the Registrar or if the Holder claims that the its Note has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee's and the Company's requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the IssuerCompany as a condition of receiving a replacement Note, such Holder shall furnish the holder of a Note must provide a certificate of loss and an indemnity and/or an indemnity bond sufficient sufficient, in the judgment of both the Trustee Company and the Issuer Trustee, to fully protect the IssuerCompany, the Trustee, the Authenticating Agent, Paying any Agent and the Registrar any authenticating agent from any loss that loss, liability, cost or expense which any of them may suffer or incur if a the Note is replaced. The Issuer Company and the Trustee may charge the Holder relevant holder for their expenses in replacing any Note. The Trustee or any authenticating agent may authenticate any such substituted Note and deliver the same upon the receipt of such security or indemnity as the Trustee, the Company and, if applicable, such authenticating agent may require. Upon the issuance of any substituted Note, the Company and the Trustee may require the payment of a Note including, but not limited to, reasonable fees and expenses of counsel and sum sufficient to cover any tax or other governmental charge that may be imposed with respect to the replacement of such Notein relation thereto and any other expenses connected therewith. In the event case any such mutilatedNote, lost, destroyed or wrongfully taken Note which has become matured or is about to mature, or has been called for redemption pursuant to Article 3, submitted for repurchase pursuant to Section 4.6 or is about to be converted into shares of Class A Common Stock pursuant to Article 12, shall become due and payablemutilated or be destroyed, lost or stolen, the Issuer in its discretion may pay such Note Company may, instead of issuing a new substitute Note, pay or authorize the payment of or convert or authorize the conversion of the same (without surrender thereof except in the case of a mutilated Note), as the case may be, if the applicant for such payment or conversion shall furnish to the Company, to the Trustee and, if applicable, to the authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or connected with such substitution, and, in case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable, any paying agent or conversion agent of the destruction, loss or theft of such Note in replacement and of the ownership thereof. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 are exclusive Company and shall preclude (be entitled to all the extent lawful) benefits provided under this Indenture equally and proportionately with all other rights Notes duly issued, authenticated and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notesdelivered hereunder.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder claims that the Note has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Holder takes the following actions and satisfies the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder Code: (a) notifies the Issuer Company or the Trustee within a reasonable time after such Holder he has notice of such loss, destruction or wrongful taking and prior to the Registrar does not register registering a transfer prior to receiving of such notification, Note; (b) makes such a request to the Issuer Company or the Trustee for a replacement Note prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and ); and (c) satisfies any other reasonable requirements of the Company or the Trustee, including the requirements set forth in the following paragraph. If required by the Trustee or the IssuerCompany, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer Company to protect the IssuerCompany, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss loss, expense, claim or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Note. In the event case any such mutilated, lost, destroyed or wrongfully taken Note which has become matured or is about to mature or has been validly tendered for repurchase on a Fundamental Change Repurchase Date (and not validly withdrawn), or is to be converted, shall become due and payablemutilated or be destroyed, lost or stolen, the Issuer in its discretion may pay such Note Company may, instead of issuing a new Note substitute Note, pay or authorize the payment of or convert or authorize the conversion of the same (without surrender thereof except in replacement the case of a mutilated Note), as the case may be, if the applicant for such payment or conversion shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or in connection with such substitution, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company, the Trustee and, if applicable, any Paying Agent or Conversion Agent evidence to their satisfaction of the destruction, loss or theft of such Notes and of the ownership thereof. Every replacement Note is an additional obligation of the IssuerCompany. The provisions of this Section 2.07 2.09 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the New York Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Issuer Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the New York Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the IssuerCompany, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the IssuerCompany, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Note. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer Company in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the IssuerCompany. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies provides to the Issuer or and the Trustee within a evidence to their reasonable time after such Holder has notice satisfaction of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notificationevidence, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuer and the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, a Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Second Lien Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder holder (a) notifies satisfies the Issuer or Issuers and the Second Lien Trustee within a reasonable time after such Holder holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or Issuers and the Second Lien Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuers and the Second Lien Trustee. If required by the Trustee or the Issuer, such Holder Such holder shall furnish an indemnity bond sufficient in the judgment of the Trustee Second Lien Trustee, with respect to the Second Lien Trustee, and the Issuer Issuers, with respect to the Issuers, to protect the IssuerIssuers, the Second Lien Trustee, the Authenticating Agent, Paying Agent and the Registrar Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer Issuers and the Second Lien Trustee may charge the Holder holder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the IssuerIssuers. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or the Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agentand, upon receipt of a written order of the Issuer in the form of an Authentication OrderOfficer’s Certificate in accordance with Section 2.01, the Trustee shall authenticate a replacement Note (and the Guarantors shall execute the Guarantees thereon) if the Holder of such Note furnishes to the Issuer and the Trustee evidence reasonably acceptable to them of the ownership and the destruction, loss or theft of such Note and if the requirements of Section 8-405 of the New York Uniform Commercial Code as in effect on the date of this Indenture are met, such that the Holder (a) notifies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond shall be posted, sufficient in the judgment of the Trustee and the Issuer all to protect the Issuer, the Guarantors, the Trustee, the Authenticating Agent, Registrar and any Paying Agent and the Registrar from any loss that any of them may suffer if a such Note is replaced. The Issuer may charge such Holder for the Issuer’s reasonable out-of-pocket expenses in replacing such Note and the Trustee may charge the Holder Issuer for their the Trustee’s reasonable out-of-pocket expenses (including, without limitation, attorneys’ fees and disbursements) in replacing such Note and may require the payment of a Note includingsum sufficient to cover any tax, but not limited toassessment, fee or other charge that may be imposed in relation thereto and any other expenses (including the reasonable out-of-pocket fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Note. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereofTrustee) connected therewith. Every replacement Note is an additional shall constitute a contractual obligation of the Issuer. The provisions of this Section 2.07 2.08 are exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed destroyed, mutilated or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or the Trustee or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and and, upon a written order of the Issuer signed by at least one Officer, the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Trustee, a Paying Agent and the Registrar, and sufficient in the judgment of the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the IssuerIssuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Definitive Note is surrendered to the Registrar Registrar, if a mutilated Global Note is surrendered to the Issuer or if the Holder holder of a Note claims that the such Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note in such form as the Note being replaced if the requirements of Section 8-405 of the Uniform Commercial Code Trustee, the Registrar, the Issuer and the Subsidiary Guarantors are met, such that the Holder (a) notifies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee Trustee, the Registrar, the Issuer or the Issuerany Subsidiary Guarantor, such Holder shall furnish holder must provide an indemnity bond or other indemnity, sufficient in the judgment of the Trustee Issuer, any Subsidiary Guarantor, the Registrar and the Issuer Trustee, to protect the Issuer, the TrusteeSubsidiary Guarantors, the Authenticating Agent, Paying Agent Trustee and the Registrar and any Agent from any loss that which any of them may suffer if a when such Note is replaced. The Issuer and the Trustee may charge such holder of the Holder Notes for their its reasonable, out-of-pocket expenses in replacing a Note includingNote, but not limited to, including reasonable fees and expenses of counsel and counsel. Every replacement Note is an additional obligation of the Issuer. If any tax that may be imposed with respect to the replacement of such Note. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, payable the Issuer may, in its discretion may pay such Note discretion, instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the IssuerNote, pay such Note. The provisions of this Section 2.07 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost, destroyed stolen or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder holder (a) notifies satisfies the Issuer or Issuers and the Trustee within a reasonable time after such Holder holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or Issuers and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuers and the Trustee. If required by the Trustee or the Issuer, such Holder Such holder shall furnish an indemnity bond sufficient in the judgment of the Trustee Trustee, with respect to the Trustee, and the Issuer Issuers, with respect to the Issuers, to protect the IssuerIssuers, the Trustee, the Authenticating Agent, Paying Agent and the Registrar Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer Issuers and the Trustee may charge the Holder holder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the IssuerIssuers. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or the Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agentand, upon receipt of an Authentication OrderOrder in accordance with Section 2.01, the Trustee shall authenticate a replacement Note (and the Guarantors shall execute the Guarantees thereon) if the Holder of such Note furnishes to the Issuer and the Trustee evidence reasonably acceptable to them of the ownership and the destruction, loss or theft of such Note and if the requirements of Section 8-405 of the New York Uniform Commercial Code as in effect on the date of this Indenture are met, such that the Holder (a) notifies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond shall be posted, sufficient in the judgment of the Trustee and the Issuer all to protect the Issuer, the Guarantors, the Trustee, the Authenticating Agent, Registrar and any Paying Agent and the Registrar from any loss that any of them may suffer if a such Note is replaced. The Issuer may charge such Holder for the Issuer’s reasonable out-of-pocket expenses in replacing such Note and the Trustee may charge the Holder Issuer for their the Trustee’s reasonable out-of-pocket expenses (including, without limitation, attorneys’ fees and disbursements) in replacing such Note and may require the payment of a Note includingsum sufficient to cover any tax, but not limited toassessment, fee or other charge that may be imposed in relation thereto and any other expenses (including the reasonable out-of-pocket fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Note. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereofTrustee) connected therewith. Every replacement Note is an additional shall constitute a contractual obligation of the Issuer. The provisions of this Section 2.07 2.08 are exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed destroyed, mutilated or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or the Trustee, or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agentand, upon receipt of a written order of the Issuer in the form of an Authentication OrderOfficer’s Certificate in accordance with Section 2.01, the Trustee shall authenticate a replacement Note (and the Guarantors shall execute the Guarantees thereon) if the Holder of such Note furnishes to the Issuer and the Trustee evidence reasonably acceptable to them of the ownership and the destruction, loss or theft of such Note and if the requirements of Section 8-405 8‑405 of the New York Uniform Commercial Code as in effect on the date of this Indenture are met, such that the Holder (a) notifies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an An indemnity bond shall also be posted, sufficient in the judgment of the Trustee and the Issuer all to protect the Issuer, the Guarantors, the Trustee, the Authenticating Agent, Registrar and any Paying Agent and the Registrar from any loss that any of them may suffer if a such Note is replaced. The Issuer may charge such Holder for the Issuer’s reasonable out-of-pocket expenses in replacing such Note and the Trustee may charge the Holder Issuer for their the Trustee’s reasonable out-of-pocket expenses (including, without limitation, attorneys’ fees and disbursements) in replacing such Note and may require the payment of a Note includingsum sufficient to cover any tax, but not limited toassessment, fee or other charge that may be imposed in relation thereto and any other expenses (including the reasonable out-of-pocket fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Note. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereofTrustee) connected therewith. Every replacement Note is an additional shall constitute a contractual obligation of the Issuer. The provisions of this Section 2.07 2.08 are exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed destroyed, mutilated or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Trustee or the Authenticating Agentshall, upon receipt of an Authentication Ordera written order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder holder (a) notifies satisfies the Issuer or Issuers and the Trustee within a reasonable time after such Holder holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or Issuers and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuers and the Trustee. If required by the Trustee or the IssuerIssuers, such Holder holder shall furnish an indemnity bond sufficient in the judgment of the Trustee Trustee, with respect to the Trustee, and the Issuer Issuers, with respect to the Issuers, to protect the IssuerIssuers, the Trustee, the Authenticating Agent, Paying Agent and the Registrar Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer Issuers and the Trustee may charge the Holder holder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the IssuerIssuers. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Issuer Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the IssuerCompany, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the IssuerCompany, the Trustee, the Authenticating Agent, a Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the IssuerIssuers. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. (a) If a mutilated Note is surrendered to the Registrar or if the a Holder claims that the its Note has been lost, destroyed or wrongfully takentaken and the Registrar receives evidence to its satisfaction of the ownership and loss, destruction or theft of such Note, the Issuer Issuers shall issue and the Trustee or the Authenticating AgentTrustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s reasonable requirements of Section 8-405 of the Uniform Commercial Code are otherwise met, such that . An indemnity bond must be provided by the Holder (a) notifies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond that is sufficient in the judgment of the Trustee and the Issuer Issuers to protect the IssuerIssuers, the Trustee, the Authenticating Agent, Paying any Agent and the Registrar any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee Issuers may charge the Holder for their the expenses in replacing a Note including, but not limited to, of the Issuers and the Trustee (including reasonable respective fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such counsel) in replacing a Note. In Every replacement Note is a contractual obligation of the event Issuers and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. Notwithstanding the foregoing provisions of this Section 2.07(a), in case any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Note may, instead of issuing a new Note in replacement thereofNote, pay such Note. Every Upon the issuance of any replacement Note is an additional obligation under this Section 2.07, the Issuers may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the Issuer. reasonable fees and expenses of counsel and the Trustee) connected therewith. (b) The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. (a) If a any mutilated Note is surrendered to the Company, a Registrar or if the Holder claims Trustee, or the Company, a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that the such Note has been lost, destroyed or wrongfully takenacquired by a bona fide purchaser, the Issuer Company shall issue execute, and upon its written request the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a replacement new Note if the requirements of Section 8-405 of the Uniform Commercial Code are metlike tenor and principal amount, such that the Holder (a) notifies the Issuer or the Trustee within bearing a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does number not register a transfer prior to receiving such notification, contemporaneously outstanding. (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Note. In the event case any such mutilated, lostdestroyed, destroyed lost or wrongfully taken stolen Note has become or is about to become due and payable, or is about to be purchased, redeemed or by the Issuer Company pursuant to Article 3, the Company in its discretion may pay such Note may, instead of issuing a new Note, pay, redeem, or purchase such Note, as the case may be. (c) Upon the issuance of any new Notes under this Section 2.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. (d) Every new Note issued pursuant to this Section 2.7 in replacement thereof. Every replacement lieu of any mutilated, destroyed, lost or stolen Note is shall constitute an original additional contractual obligation of the Issuer. Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. (e) The provisions of this Section 2.07 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lostdestroyed, destroyed lost or wrongfully taken stolen Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note of the same type if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and or the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, a Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder holder (a) notifies satisfies the Issuer or and the Trustee within a reasonable time after such Holder holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuer and the Trustee. If required by the Trustee or the Issuer, such Holder holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer and the Trustee may charge the Holder holder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder holder (a) notifies satisfies any requirement of the Issuer or and the Trustee within a reasonable time after such Holder holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuer and the Trustee. If required by the Trustee or the Issuer, such Holder holder shall furnish an indemnity bond sufficient in the judgment of the Trustee Trustee, with respect to the Trustee, and the Issuer Issuer, with respect to the Issuer, to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer and the Trustee may charge the Holder holder for their expenses in replacing a Note (including, but not limited towithout limitation, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder claims that the Note has been lost, destroyed or wrongfully taken, the Initial Issuer or the Issuers, as the case may be, shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the IssuerInitial Issuer or the Issuers, as the case may be, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Initial Issuer or the Issuers, as the case may be, to protect the IssuerInitial Issuer or the Issuers, as the case may be, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Initial Issuer or the Issuers, as the case may be, and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Note. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the IssuerInitial Issuer or the Issuers, as the case may be. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, shall authenticate (upon receipt of an Authentication Order, shall authenticate ) a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or Such Holder shall furnish to the Issuer, such Holder shall furnish to the Trustee and, if applicable, the Paying Agent or Registrar, an indemnity bond sufficient in the their judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar them from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their the Issuer’s or Trustee’s expenses in replacing a Note (including, but not limited towithout limitation, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, Agent shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code New York UCC are met, such that the Holder (a) notifies satisfies the Issuer Issuers or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer Issuers or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code New York UCC (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee and the Issuer to protect the IssuerTrustee or (ii) the Issuers to protect the Issuers, the Trustee, the Authenticating Agent, a Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer Issuers and the Trustee may charge the Holder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the IssuerIssuers. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder holder (a) notifies satisfies the Issuer or and the Trustee within a reasonable time after such Holder holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuer and the Trustee. If required by the Trustee or the Issuer, such Holder Such holder shall furnish an indemnity bond sufficient in the judgment of the Trustee Trustee, with respect to the Trustee, and the Issuer Issuer, with respect to the Issuer, to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer and the Trustee may charge the Holder holder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note issued and authenticated in accordance with this Indenture is an additional obligation of the Issuer. The provisions of this Section 2.07 ‎Section 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note or Definitive Registered Certificate is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note or Definitive Registered Certificate, as applicable, if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note or Definitive Registered Certificate, as applicable, being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, relevant Paying Agent and the Registrar from any loss that any of them may suffer if a Note or Definitive Registered Certificate is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note includingor Definitive Registered Certificate, but not limited to, reasonable including fees and expenses of counsel and for any tax that may be imposed with respect to the replacement of in replacing such NoteNote or Definitive Registered Certificate, as applicable. In the event any such that a Global Note or Definitive Registered Certificate is mutilated, lost, destroyed or wrongfully taken and such Global Note or the Definitive Registered Note evidenced thereby, as applicable, has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note or Definitive Registered Certificate, as applicable, in replacement thereof. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken NotesNotes or Definitive Registered Certificates.

Replacement Notes. (a) If a mutilated Note is surrendered to the Registrar or if the a Holder claims that the its Note has been lost, destroyed or wrongfully takentaken and the Registrar receives evidence to its satisfaction of the ownership and loss, destruction or theft of such Note, the Issuer shall issue and the Trustee or the Authenticating AgentTrustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s and the Issuer’s reasonable requirements of Section 8-405 of the Uniform Commercial Code are otherwise met. An indemnity, such that security and/or indemnity bond must be provided by the Holder (a) notifies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, Paying any Agent and the Registrar any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for the expenses of the Issuer and the Trustee (including their expenses in replacing a Note including, but not limited to, reasonable respective fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such counsel) in replacing a Note. In Every replacement Note is a contractual obligation of the event Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. Notwithstanding the foregoing provisions of this Section 2.07(a), in case any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note may, instead of issuing a new Note in replacement thereofNote, pay such Note. Every Upon the issuance of any replacement Note is an additional obligation under this Section 2.07, the Issuer and/or the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the Issuer. fees and expenses of counsel and the Trustee) connected therewith. (b) The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. (a) If a any mutilated Note is surrendered to the Registrar Trustee or if the Holder claims that Issuer and the Note has been lostTrustee receives evidence to its satisfaction of the destruction, destroyed loss or wrongfully takentheft of any Note, the Issuer shall issue and the Trustee or the Authenticating AgentTrustee, upon receipt of an Authentication Order, shall will authenticate a replacement Note if the Trustee’s requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond must be supplied by the Holder that is sufficient in the judgment of (i) the Trustee to protect the Trustee and (ii) the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, Paying any Agent and the Registrar any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their its expenses in replacing a Note includingNote, but not limited to, including reasonable fees and expenses of its counsel and any tax that may be imposed with respect to of the replacement of such Note. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due Trustee and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. counsel. (b) Every replacement Note is an additional obligation of the Issuer and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. (c) In case any such mutilated, destroyed, lost or stolen Note has become due and payable, the Parent Guarantor in its sole discretion may, instead of issuing a new Note, pay such Note. (d) Upon the issuance of any new Note under this Section 2.09, the Issuer may require the payment of a sum sufficient to cover any tax, assessment, fee or other governmental charge that may be imposed in relation thereto and any other expenses (including the reasonable and documented fees and out-of-pocket expenses of the Trustee and its counsel) connected therewith. (e) Every new Note issued pursuant to this Section 2.09 in exchange for any mutilated Note or in lieu of any destroyed, lost, or stolen Note will constitute an original additional contractual obligation of the Issuer. , whether or not the mutilated, destroyed, lost, or stolen Note shall be at any time enforceable by anyone, and will be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. (f) The provisions of this Section 2.07 2.09 are exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost, destroyed or wrongfully taken stolen Notes.

Replacement Notes. If a In case any Note shall become mutilated Note is surrendered to the Registrar or if the Holder claims that the Note has been lostbe destroyed, destroyed lost or wrongfully takenstolen, the Issuer Borrower shall issue execute, and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate and deliver, a replacement new Note, in exchange and substitution for the mutilated Note if or in lieu of and substitution for the requirements Note destroyed, lost or stolen. In every case, the applicant for a substituted Note shall furnish to the Borrower and the Trustee such security or indemnity as may be required by them to hold each of Section 8-405 them harmless, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Borrower and to the Trustee evidence to their satisfaction of the Uniform Commercial Code are metdestruction, such that the Holder (a) notifies the Issuer loss or the Trustee within a reasonable time after such Holder has notice theft of such loss, destruction or wrongful taking Note and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (ownership thereof. The Trustee may authenticate any such substituted Note and deliver the same upon the request or authorization of the Borrower. Upon the issuance of any substituted Note, the Borrower may require the payment of a “protected purchaser”) sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and (c) satisfies any other reasonable requirements expenses connected therewith, including fees and expenses of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from In case any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Note. In the event any such mutilated, lost, destroyed or wrongfully taken Note which has become matured or is about to mature or has been called for prepayment or has been presented for conversion shall become due and payablemutilated or be destroyed, lost or stolen, the Issuer in its discretion may pay such Note Borrower may, instead of issuing a new substitute Note, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Note) if the applicant for such payment shall furnish the Borrower and the Trustee with such security or indemnity as may be required by them to hold each of them harmless, and, in case of destruction, loss or theft, evidence to the satisfaction of the Borrower and the Trustee of the destruction, loss or theft of such Note and of the ownership thereof. If, after the delivery of such replacement Note, a bona fide purchaser of the original Note in lieu of which such replacement thereofNote was issued presents for payment or registration such original Note, the Trustee shall be entitled to recover such replacement Note from the person to whom it was delivered or any person taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the borrower or Trustee in connection therewith. Every replacement substituted Note is an additional obligation of issued pursuant to the Issuer. The provisions of this Section 2.07 2.06 upon evidence that any Note is destroyed, lost or stolen shall, with respect to such Note, constitute an additional contractual obligation of the Borrower, whether or not the destroyed, lost or stolen Note shall be found at any time, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. All Notes shall be held and owned upon the express condition that the foregoing provisions are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lostdestroyed, destroyed lost or wrongfully taken stolen Notes, and shall preclude any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

Replacement Notes. If a mutilated Note is surrendered to the Registrar Trustee or if the Holder of a Note claims that the a Note has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee's requirements of Section 8-405 of the Uniform Commercial Code for replacement are met, such that . An indemnity bond may be required by the Holder (a) notifies the Issuer Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond that is sufficient in the judgment of the Trustee Company and the Issuer Trustee to protect the IssuerCompany, the Trustee, the Authenticating Agent, Paying Trustee or any Agent and the Registrar from any loss that which any of them may suffer if a Note is replacedreplaced and evidence to their satisfaction of apparent loss, destruction or theft of such Note may be required by the Company, the Trustee or any Agent. The Issuer Company and the Trustee may charge the Holder for their reasonable out-of-pocket expenses (including reasonable attorneys' fees and expenses and any applicable taxes) in replacing a Note including, but not limited to, reasonable fees and expenses of counsel and any tax that may be imposed with respect pursuant to the replacement of such Notethis Section 2.07. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer Company in its discretion may pay such Note instead of issuing a new Note in replacement thereof. If after the delivery of such new Note, a bona fide purchaser of the original Note in lieu of which such new Note was issued presents for payment such original Note, the Company and the Trustee shall be entitled to recover such new Note from the person to whom it was delivered or any transferee thereof, 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 Company or the Trustee in connection therewith. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken NotesCompany.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee or the Authenticating AgentTrustee, upon receipt of an Authentication Order, Officer’s Certificate and Opinion of Counsel, shall authenticate a replacement Note of the same series if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder holder (a) notifies satisfies the Issuer or Company and the Trustee within a reasonable time after such Holder holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or Company and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Company and the Trustee. If required by the Trustee or the Issuer, such Holder Such holder shall furnish an indemnity bond sufficient in the judgment of the Trustee Trustee, with respect to the Trustee, and the Issuer Company, with respect to the Company, to protect the IssuerCompany, the Trustee, the Authenticating Agent, Paying Agent and the Registrar Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer Company and the Trustee may charge the Holder holder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer Company in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the IssuerCompany. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar Trustee or if the Holder of a Note claims that the a Note has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements of Section 8-405 of the Uniform Commercial Code for replacement are met, such that . An indemnity bond may be required by the Holder (a) notifies the Issuer Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond that is sufficient in the judgment of the Trustee Company and the Issuer Trustee to protect the IssuerCompany, the Trustee, the Authenticating Agent, Paying Trustee or any Agent and the Registrar from any loss that which any of them may suffer if a Note is replacedreplaced and evidence to their satisfaction of apparent loss, destruction or theft of such Note may be required by the Company, the Trustee or any Agent. The Issuer Company and the Trustee may charge the Holder for their reasonable out-of-pocket expenses (including reasonable attorneys’ fees and expenses and any applicable taxes) in replacing a Note including, but not limited to, reasonable fees and expenses of counsel and any tax that may be imposed with respect pursuant to the replacement of such Notethis Section 2.07. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer Company in its discretion may pay such Note instead of issuing a new Note in replacement thereof. If after the delivery of such new Note, a bona fide purchaser of the original Note in lieu of which such new Note was issued presents for payment such original Note, the Company and the Trustee shall be entitled to recover such new Note from the person to whom it was delivered or any transferee thereof, 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 Company or the Trustee in connection therewith. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken NotesCompany.

Replacement Notes. (a) If a (i) any mutilated Note is surrendered to the Registrar Trustee, or if the Holder claims that Trustee receives evidence to its satisfaction of the Note has been lostdestruction, destroyed loss or wrongfully takentheft of any Note, and (ii) there is delivered to the Issuer shall issue Trustee such security or indemnity as may be required by it to hold HVF II and the Trustee or the Authenticating Agentharmless then, upon receipt of an Authentication Order, shall authenticate a replacement Note if provided that the requirements of Section 8-405 of the Uniform Commercial Code UCC are met, such that the Holder (a) notifies the Issuer or HVF II shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven (7) days shall be due and payable, instead of issuing a reasonable time replacement Note, HVF II may pay such destroyed, lost or stolen Note when so due or payable without surrender thereof. If, after such Holder has notice the delivery of such lossreplacement Note or payment of a destroyed, destruction lost or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request stolen Note pursuant to the Issuer or the Trustee prior proviso to the Note being acquired by preceding sentence, a protected purchaser as defined in (within the meaning of Section 8-303 of the Uniform Commercial Code UCC) of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, HVF II and the Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a “protected purchaser”, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by HVF II or the Trustee in connection therewith. (b) Upon the issuance of any replacement Note under this Section 2.10, HVF II may require the payment by the Noteholder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and (c) satisfies any other reasonable requirements of expenses (including the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Note. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Trustee) connected therewith. (c) Every replacement Note is an additional obligation issued pursuant to this Section 2.10 in replacement of any mutilated, destroyed, lost or stolen Note shall be entitled to all the benefits of this Base Indenture equally and proportionately with any and all other Notes of the Issuer. same Class and Series of Notes duly issued hereunder. (d) The provisions of this Section 2.07 2.10 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lostdestroyed, destroyed lost or wrongfully taken stolen Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer and Holdings shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Issuer and Holdings or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer and Holdings or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee Trustee, Holdings or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, a Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer Issuer, Holdings and the Trustee may charge the Holder for their expenses in replacing a Note (including, but not limited towithout limitation, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer and Holdings in its their discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the IssuerIssuer and Holdings. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agentand, upon receipt of an Authentication Order, the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder holder (a) notifies satisfies the Issuer or and the Trustee within a reasonable time after such Holder holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuer and the Trustee. If required by the Trustee or the Issuer, such Holder holder shall furnish an indemnity bond or security sufficient in the judgment of the Trustee Trustee, with respect to the Trustee, and the Issuer Issuer, with respect to the Issuer, to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer and the Trustee may charge the Holder holder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed lost or wrongfully takendestroyed, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Issuer or and the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuer and the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee Trustee, with respect to the Trustee, and the Issuer Issuer, with respect to the Issuer, to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer and the Trustee may charge the Holder Holders for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, lost or destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, lost or destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Definitive Note is surrendered to a Registrar, if a mutilated Global Note is surrendered to the Registrar Issuer or if the a Holder claims that the a Note has been lost, destroyed or wrongfully taken, the Issuer shall (at its own expense) issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, Agent shall authenticate a replacement Note in such form as the Note being replaced if the requirements of Section 8-405 of the Uniform Commercial Code Trustee, the Registrar, the Issuer and the Guarantors are met, such that the Holder (a) notifies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee Trustee, the Registrar, the Issuer or the IssuerGuarantors, such Holder shall furnish must provide an indemnity bond or other indemnity, sufficient in the judgment of the Trustee Issuer, the Guarantors, the Registrar and the Issuer Trustee, to protect the Issuer, the TrusteeGuarantors, the Authenticating Agent, Paying Agent Trustee and the Registrar and any Agent from any loss that loss, fee, expense or liability which any of them may suffer if a when such Note is replacedreplaced and evidence to their reasonable satisfaction of apparent loss, destruction or theft of such Note may be required by the Issuer, the Trustee or any such Agent. The Issuer Issuer, the Trustee and the Trustee Registrar may charge such Holder of the Holder Notes for their out-of-pocket expenses in replacing a Note includingNote, but not limited to, reasonable including properly incurred fees and expenses of counsel and any tax that may be imposed with respect to applicable Taxes thereon. Every replacement Note is an additional obligation of the replacement of such NoteIssuer. In the event If any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer may, in its discretion may pay such Note sole discretion, instead of issuing a replacement Note, pay such Note. If after delivery of any such new Note, a bona fide purchaser of the original Note in lieu of which such new Note in replacement thereof. Every replacement Note is an additional obligation of was issued presents for payment such original Note, the Issuer, the Trustee or any Agent shall be entitled to recover such new Note from the person to whom it was delivered or any transferee thereof, except a bona fide purchaser, and shall be entitled to recover upon any security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer, the Trustee or any Agent in connection therewith. The provisions of this Section 2.07 2.7 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost, destroyed stolen or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Issuer Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the IssuerCompany, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee and the Issuer to protect the IssuerTrustee or (ii) the Company, to protect the Company, the Trustee, the Authenticating Agent, a Paying Agent and the Registrar Registrar, from any loss that any of them may suffer if a Note is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Note (including, but not limited towithout limitation, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of reasonable disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer Company in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the IssuerCompany. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. (a) If a any mutilated Note is surrendered to the Registrar Registrar, the Transfer Agent or if the Holder claims that Issuer and the Note has been lostRegistrar, destroyed Transfer Agent and the Issuer receive evidence to their satisfaction of the destruction, loss or wrongfully takentheft of any Note, the Issuer shall issue and the Trustee or the Authenticating AgentTrustee, upon receipt of an Authentication Order, shall authenticate or cause the Authentication Agent to authenticate a replacement Note if the Trustee’s requirements of Section 8-405 of the Uniform Commercial Code are met, such that . An indemnity bond must be supplied by the Holder (a) notifies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, Paying any Agent and the Registrar any Authentication Agent from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their its expenses in replacing a Note includingNote, but not limited to, including reasonable fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such NoteTrustee. In the event of any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. . (b) Every replacement Note is an additional obligation of the Issuer. Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. (c) The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lostdestroyed, destroyed lost or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Issuer Issuers or the Trustee within a reasonable time after such Holder he has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer Issuers or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “"protected purchaser”") and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the IssuerIssuers, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the IssuerIssuers, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer Issuers and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Note. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the IssuerIssuers. Upon the issuance of any replacement Note under this Section 2.08, the Issuers may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection therewith. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a any mutilated Senior Secured Note is surrendered to the Registrar Trustee or if the Holder claims that Issuer or the Note has been lostTrustee receives evidence to its satisfaction of the destruction, destroyed loss or wrongfully takentheft of any Senior Secured Note, the Issuer shall will issue and the Trustee Trustee, or the Authenticating Authentication Agent, upon receipt of an Authentication Order, shall will authenticate a replacement Senior Secured Note if the Trustee’s requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee Trustee, any Agent, or the Issuer, such Holder shall furnish an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee Trustee, the relevant Agent, and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, Paying Trustee and any Agent and the Registrar from any loss that any of them may suffer if a Senior Secured Note is replaced. The Issuer and Issuer, the Trustee and any Agent may charge the relevant Holder for their its expenses in replacing a Senior Secured Note. If, after the delivery of such replacement Senior Secured Note, a bona fide purchaser of the original Senior Secured Note includingin lieu of which such replacement Senior Secured Note was issued presents for payment or registration such original Senior Secured Note, but not limited tothe Trustee shall be entitled to recover such replacement Senior Secured Note from the Person to whom it was delivered or any Person taking therefrom, reasonable fees except a bona fide purchaser, and expenses shall be entitled to recover upon the security or indemnity provided therefor to the extent of counsel any loss, damage, cost or expense incurred by the Issuer, the Trustee, and any tax that may be imposed with respect Agent in connection therewith. Subject to the provisions of the final sentence of the preceding paragraph of this Section 2.07, every replacement of such Note. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Senior Secured Note is an additional obligation of the Issuer. The provisions Issuer and shall be entitled to all of the benefits of this Section 2.07 are exclusive Indenture equally and shall preclude (to the extent lawful) proportionately with all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken NotesSenior Secured Notes duly issued hereunder.

Replacement Notes. (a) If a (i) any mutilated Note is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Trustee such security or indemnity as may be required by it to hold NFLP and the Trustee harmless then, in the absence of notice to NFLP, the Registrar or if the Holder claims Trustee that the such Note has been lostacquired by a bona fide purchaser, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if provided that the requirements of Section 8-405 of the Uniform Commercial Code UCC (which generally permit NFLP to impose reasonable requirements) are met, NFLP shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven days shall be due and payable, instead of issuing a replacement Note, NFLP may pay such destroyed, lost or stolen Note when so due or payable without surrender thereof. If, after the Holder delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, NFLP and the Trustee shall be entitled to recover such replacement Note (aor such payment) notifies from the Issuer Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note 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 NFLP or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, in connection therewith. (b) makes such request to Upon the Issuer or issuance of any replacement Note under this Section, the Registrar, the Trustee prior or NFLP may require the payment by the Holder of such Note of a sum sufficient to the Note being acquired by a protected purchaser as defined cover any tax or other governmental charge that may be imposed in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) relation thereto and (c) satisfies any other reasonable requirements of expenses (including the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Note. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Trustee) connected therewith. (c) Every replacement Note is an additional obligation issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall be entitled to all the Issuer. benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. (d) The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lostdestroyed, destroyed lost or wrongfully taken stolen Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder holder (a) notifies satisfies the Issuer or and the Trustee within a reasonable time after such Holder holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuer and the Trustee. If required by the Trustee or the Issuer, such Holder holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, a Paying Agent and the Registrar from any loss or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer and the Trustee may charge the Holder holder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the a Holder claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note (if the requirements of Section 8-405 of the Uniform Commercial Code UCC are met) issue and the Trustee shall, upon receipt of a written order, authenticate a replacement Note, such that the Holder (a) notifies satisfies the Issuer or and the Trustee of such loss, destruction or wrongful taking within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code UCC (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuer and the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee Trustee, with respect to the Trustee, and the Issuer Issuer, with respect to the Issuer, to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder Noteholder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder Noteholder (a) notifies satisfies the Issuer or and the Trustee within a reasonable time after such Holder Noteholder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuer and the Trustee. If required by the Trustee or the Issuer, such Holder Noteholder shall furnish an indemnity bond sufficient in the judgment of the Trustee Trustee, with respect to the Trustee, and the Issuer Issuer, with respect to the Issuer, to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer and the Trustee may charge the Holder Noteholder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. (a) If a (i) any mutilated Note is surrendered to the Registrar Trustee, or if the Holder claims Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Trustee and any Financial Insurance Provider such security or indemnity as may be required by each of them to hold the Issuers, such Financial Insurance Provider and the Trustee harmless then, in the absence of notice to the Issuers, the Registrar, any Financial Insurance Provider or the Trustee that the such Note has been lostacquired by a protected purchaser (within the meaning of Section 8-303 of the New York UCC), destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if provided that the requirements of Section 8-405 of the Uniform Commercial Code New York UCC (which generally permit the Issuers to impose reasonable requirements) are met, such that the Holder (a) notifies the each Issuer or shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of like tenor and aggregate principal amount; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven (7) days shall be due and payable or shall have been called for redemption, instead of issuing a reasonable time replacement Note, the Issuers may pay such destroyed, lost or stolen Note when so due or payable without surrender thereof. If, after such Holder has notice the delivery of such lossreplacement Note or payment of a destroyed, destruction lost or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request stolen Note pursuant to the Issuer or the Trustee prior proviso to the Note being acquired by preceding sentence, a protected purchaser as defined in (within the meaning of Section 8-303 of the Uniform Commercial Code New York UCC) of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuers and the Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a “protected purchaser”, and the Issuers, the Trustee and any Financial Insurance Provider shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuers, the Trustee or such Financial Insurance Provider in connection therewith. (b) Upon the issuance of any replacement Note under this Section 2.10, the Issuers may require the payment by the Holder of such Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and (c) satisfies any other reasonable requirements of expenses (including the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Note. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Trustee) connected therewith. (c) Every replacement Note is an additional obligation issued pursuant to this Section 2.10 in replacement of any mutilated, destroyed, lost or stolen Note shall be entitled to all the benefits of the Issuer. Indenture equally and proportionately with any and all other Notes duly issued hereunder. (d) The provisions of this Section 2.07 2.10 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lostdestroyed, destroyed lost or wrongfully taken stolen Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Orderauthentication order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are metNote, such that the Holder (a) notifies the Issuer Issuers or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer Issuers or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee Trustee, each Agent or the IssuerIssuers, such Holder shall furnish an indemnity bond ​ ​ ​ sufficient in the judgment of the Trustee and the Issuer Issuers to protect the IssuerIssuers, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer Issuers and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, including reasonable fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Notecounsel. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the IssuerIssuers. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. (a) If a (i) any mutilated Note is surrendered to the Registrar Trustee, or if the Holder claims that Trustee receives evidence to its reasonable satisfaction of the Note has been lostdestruction, destroyed loss or wrongfully takentheft of any Note, and (ii) there is delivered to the Issuer shall issue and the Trustee such security or indemnity as may be required by them to hold the Authenticating AgentIssuer and the Trustee harmless, upon receipt of an Authentication Orderthen, shall authenticate a replacement Note if provided that the requirements of Section 2.8(f) and Section 8-405 of the Uniform Commercial Code New York UCC are met, such that the Holder (a) notifies the Issuer or shall execute (other than with respect to Uncertificated Notes) and, upon the Issuer’s request, the Trustee or an authenticating agent appointed by the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become, or within seven (7) days shall be, due and payable, instead of issuing a reasonable time replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable without surrender thereof. If, after such Holder has notice the delivery of such lossreplacement Note or payment of a destroyed, destruction lost or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request stolen Note pursuant to the Issuer or the Trustee prior to the Note being acquired by preceding sentence, a protected purchaser as defined in (within the meaning of Section 8-303 of the Uniform Commercial Code New York UCC) of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a “protected purchaser”, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Trustee in connection therewith. (b) Upon the issuance of any replacement Note (or registration of Uncertificated Notes) under this Section 2.10, the Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any Tax or other governmental charge that may be imposed in relation thereto and (c) satisfies any other reasonable requirements of expenses (including the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment fees and expenses of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Note. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Registrar) connected therewith. (c) Every replacement Note is issued (or registration of Uncertificated Notes) pursuant to this Section 2.10 in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer. Issuer and such replacement Note shall be entitled to all the benefits of the Indenture equally and proportionately with any and all other Notes duly issued under the Indenture (in accordance with the priorities and other terms set forth herein and in each applicable Series Supplement). (d) The provisions of this Section 2.07 2.10 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lostdestroyed, destroyed lost or wrongfully taken stolen Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Orderauthentication order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee Trustee, each Agent or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, including reasonable fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Notecounsel. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. (a) If a (i) any mutilated Note is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Trustee such security or indemnity as may be required by it to hold AFC-II, each Enhancement Provider and the Trustee harmless then, in the absence of notice to AFC-II, the Registrar or if the Holder claims Trustee that the such Note has been lostacquired by a bona fide purchaser, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if provided that the requirements of Section 8-405 of the Uniform Commercial Code UCC (which generally permit AFC-II to impose reasonable requirements) are met, AFC-II shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven days shall be due and payable, instead of issuing a replacement Note, AFC-II may pay such destroyed, lost or stolen Note when so due or payable without surrender thereof. If, after the Holder delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, AFC-II and the Trustee shall be entitled to recover such replacement Note (aor such payment) notifies from the Issuer Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note 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 AFC-II or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, in connection therewith. (b) makes Upon the issuance of any replacement Note under this Section 2.11, AFC-II may require the payment by the Holder of such request Note of a sum sufficient to the Issuer cover any tax or the Trustee prior to the Note being acquired by a protected purchaser as defined other governmental charge that may be imposed in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) relation thereto and (c) satisfies any other reasonable requirements of expenses (including the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Note. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Trustee) connected therewith. (c) Every replacement Note is an additional obligation issued pursuant to this Section 2.11 in replacement of any mutilated, destroyed, lost or stolen Note shall be entitled to all the Issuer. benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. (d) The provisions of this Section 2.07 2.11 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lostdestroyed, destroyed lost or wrongfully taken stolen Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder claims that the Note has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Issuer Issuers or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the IssuerIssuers, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer Issuers, to protect the IssuerIssuers, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer Issuers and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Note. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the IssuerIssuers. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”"PROTECTED PURCHASER") and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, a Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note (including, but not limited towithout limitation, reasonable attorneys' fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar Trustee or if the a Holder claims that the its Note has been lost, destroyed or wrongfully takentaken and the Trustee receives evidence to its satisfaction of the ownership and loss, destruction or theft of such Note, the Issuer shall issue and the Trustee or the Authenticating AgentTrustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements of Section 8-405 of the Uniform Commercial Code are otherwise met, such that the Holder (a) notifies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond must be provided by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, Paying any Agent and the Registrar any authenticating agent from any loss loss, claim, cost or liability that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their the expenses of the Issuer and the Trustee in replacing a Note including, but not limited to, reasonable fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Note. In Every replacement Note is a contractual obligation of the event Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. Notwithstanding the foregoing provisions of this Section 2.07, in case any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note may, instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilatedNote, lost, destroyed or wrongfully taken Notespay such Note.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder Noteholder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder Noteholder (ai) notifies satisfies the Issuer or Company and the Trustee within a reasonable time after such Holder it has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (bii) makes such request to the Issuer or Company and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (ciii) satisfies any other reasonable requirements of the TrusteeTrustee and the Company. If required by the Trustee or the IssuerCompany, such Holder Noteholder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the IssuerCompany, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer Company and the Trustee may charge the Holder Noteholder for their expenses in replacing a Note including, but not limited to, reasonable fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Note. In the event case any such mutilated, lost, destroyed or wrongfully taken Note which has become matured or is about to mature or has been properly tendered for repurchase on a Fundamental Change Repurchase Date (and not withdrawn), as the case may be, or is to be converted into Class A Common Stock, shall become due and payablemutilated or be destroyed, lost or wrongfully taken, the Issuer in its discretion may pay such Note Company may, instead of issuing a new Note substitute Note, pay or authorize the payment of or convert or authorize the conversion of the same (without surrender thereof except in replacement the case of a mutilated Note), as the case may be, if the applicant for such payment or conversion shall furnish to the Company, to the Trustee and, if applicable, to an authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or in connection with such substitution, and, in every case of destruction, loss or wrongful taking, the applicant shall also furnish to the Company, the Trustee and, if applicable, any Registrar, Paying Agent or Conversion Agent evidence to their satisfaction of the destruction, loss or wrongful taking of such Notes and of the ownership thereof. Every replacement Note is an additional obligation of the IssuerCompany. The provisions of this Section 2.07 ‎Section 2.09 are exclusive and shall preclude (to the extent lawful) all other rights and remedies solely with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. (a) If a (i) any mutilated Note is surrendered to the Registrar Trustee, or if the Holder claims that Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note has been lost, destroyed or wrongfully taken, and (ii) there is delivered to the Master Issuer shall issue and the Trustee such security or indemnity as may be required by them to hold the Authenticating AgentMaster Issuer and the Trustee harmless then, upon receipt of an Authentication Order, shall authenticate a replacement Note if provided that the requirements of Section 2.8(f) and Section 8-405 of the Uniform Commercial Code New York UCC are met, such that the Holder Master Issuer shall (aother than with respect to Uncertificated Notes) notifies the Issuer or execute and upon its request the Trustee or an authenticating agent appointed by the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become, or within seven (7) days shall be, due and payable, instead of issuing a reasonable time replacement Note, the Master Issuer may pay such destroyed, lost or stolen Note when so due or payable without surrender thereof. If, after such Holder has notice the delivery of such lossreplacement Note or payment of a destroyed, destruction lost or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request stolen Note pursuant to the Issuer or the Trustee prior to the Note being acquired by preceding sentence, a protected purchaser as defined in (within the meaning of Section 8-303 of the Uniform Commercial Code New York UCC) of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Master Issuer and the Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note was delivered or any assignee of such Person, except a “protected purchaser”, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Master Issuer or the Trustee in connection therewith. (b) Upon the issuance of any replacement Note (or registration of Uncertificated Notes) under this Section 2.10, the Master Issuer may require the payment by the Holder of such Note of a sum sufficient to cover any Tax or other governmental charge that may be imposed in relation thereto and (c) satisfies any other reasonable requirements of expenses (including the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment fees and expenses of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Note. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Registrar) connected therewith. (c) Every replacement Note is (or registered in the case of Uncertificated Notes) issued pursuant to this Section 2.10 in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer. Master Issuer and such replacement Note shall be entitled to all the benefits of the Indenture equally and proportionately with any and all other Notes duly issued under the Indenture (in accordance with the priorities and other terms set forth herein and in each applicable Series Supplement). (d) The provisions of this Section 2.07 2.10 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lostdestroyed, destroyed lost or wrongfully taken stolen Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder holder (a) notifies satisfies the Issuer or Issuers and the Trustee within a reasonable time after such Holder holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or Issuers and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuers and the Trustee. If required by the Trustee or the Issuer, such Holder Such holder shall furnish an indemnity bond sufficient in the judgment of the Trustee Trustee, with respect to the Trustee, and the Issuer each Issuer, with respect to such Issuer, to protect the IssuerIssuers, the Trustee, the Authenticating Agent, Paying Agent and the Registrar Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer Issuers and the Trustee may charge the Holder holder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer Issuers in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the IssuerIssuers. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Issuer determines that the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an affidavit of loss and an indemnity bond sufficient in the judgment of the Trustee to protect the Trustee, and the Issuer to protect the Issuer, the Trustee, the Authenticating Paying Agent, Paying Agent and the Registrar and any co-registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Note. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation Obligation of the Issuer. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. (a) If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note of the same series if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (ai) notifies satisfies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (bii) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (ciii) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Such Holder shall furnish an indemnity bond sufficient in the judgment of (x) the Trustee to protect the Trustee and (y) the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, a Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable (including attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. . (b) Every replacement Note is an additional obligation of the Issuer. Issuer and the Guarantors. (c) The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder holder (a) notifies satisfies the Issuer or and the Trustee within a reasonable time after such Holder holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuer and the Trustee. If required by the Trustee or the Issuer, such Holder Such holder shall furnish an indemnity bond sufficient in the judgment of the Trustee Trustee, with respect to the Trustee, and the Issuer Issuer, with respect to the Issuer, to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer and the Trustee may charge the Holder holder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note issued and authenticated in accordance with this Indenture is an additional obligation of the Issuer. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar Trustee or if the Holder of a Note claims that the a Note has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements of Section 8-405 of the Uniform Commercial Code for replacement are met, such that . An indemnity bond may be required by the Holder (a) notifies the Issuer Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond that is sufficient in the judgment of the Trustee Company and the Issuer Trustee to protect the IssuerCompany, the Trustee, the Authenticating Agent, Paying Trustee or any Agent and the Registrar from any loss that which any of them may suffer if a Note is replacedreplaced and evidence to their satisfaction of apparent loss, destruction or theft of such Note may be required by the Company, the Trustee or any Agent. The Issuer Company and the Trustee may charge the Holder for their reasonable out-of-pocket expenses (including reasonable attorneys’ fees and expenses and any applicable taxes) in replacing a Note including, but not limited to, reasonable fees and expenses of counsel and any tax that may be imposed with respect pursuant to the replacement of such Notethis Section 2.06. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer Company in its discretion may pay such Note instead of issuing a new Note in replacement thereof. If after the delivery of such new Note, a bona fide purchaser of the original Note in lieu of which such new Note was issued presents for payment such original Note, the Company and the Trustee shall be entitled to recover such new Note from the person to whom it was delivered or any transferee thereof, 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 Company or the Trustee in connection therewith. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken NotesCompany.

Replacement Notes. If a mutilated certificated Note is surrendered to the Registrar or the office of the Transfer Agent or if the Holder claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee (or an authenticating agent appointed by the Authenticating AgentTrustee) shall, upon receipt of an Authentication Issuer Order, shall authenticate a replacement Note in such form as the Note that has been mutilated, lost, destroyed or wrongfully taken if the Holder satisfies the reasonable requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements requirement of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee Issuer and the Issuer Trustee to protect the Issuer, the Trustee, the Authenticating Paying Agent, Paying Agent the Transfer Agent, the Registrar, any co-Registrar and the Registrar any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Note. Every replacement Note shall be an additional obligation of the Issuer and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. In the event case any such mutilated, lostdestroyed, destroyed lost or wrongfully taken stolen Definitive Registered Note has become or is about to become due and payable, or is about to be redeemed or purchased by us pursuant to the provisions of this Indenture, the Issuer may, in its discretion may pay such Note discretion, instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of Definitive Registered Note, pay, redeem or purchase such Definitive Registered Note, as the Issuer. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notescase may be.

Replacement Notes. (a) If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note of the same series if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, a Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable (including attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. . (b) Every replacement Note is an additional obligation of the Issuer. Issuer and the Guarantors. (c) The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Holder takes the following actions and satisfies the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder Code: (a) notifies the Issuer or the Trustee in writing within a reasonable time after such Holder he has notice of such loss, destruction or wrongful taking and prior to the Registrar does not register registering a transfer prior to receiving of such notification, Note; (b) makes such a request to the Issuer or the Trustee in writing for a replacement Note prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and ); and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee Issuer or the IssuerTrustee, such including the requirements set forth in the following paragraph. Such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss loss, expense, claim or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Note. In the event case any such mutilated, lost, destroyed or wrongfully taken Note which has become matured or is about to mature or has been validly tendered for repurchase on a Fundamental Change Repurchase Date or (and not validly withdrawn), or is to be exchanged or redeemed, shall become due and payablemutilated or be destroyed, lost or stolen, the Issuer in its discretion may pay such Note may, instead of issuing a new Note substitute Note, pay or authorize the payment of or exchange or authorize the exchange of the same (without surrender thereof except in replacement the case of a mutilated Note), as the case may be, if the applicant for such payment or exchange shall furnish to the Issuer, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or in connection with such substitution, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer, the Trustee, the Securities Administrator and, if applicable, any Paying Agent or Exchange Agent evidence to their satisfaction of the destruction, loss or theft of such Notes and of the ownership thereof. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 2.09 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”"PROTECTED PURCHASER") and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, a Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys' fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a any mutilated Note is surrendered to the Company, a Registrar or if the Holder claims Trustee, or the Company, a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that the such Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of purchaser, the Uniform Commercial Code (a “protected purchaser”) Company shall execute, and (c) satisfies any other reasonable requirements of the Trustee. If required by upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or the Issuerin lieu of any such destroyed, such Holder shall furnish an indemnity bond sufficient in the judgment lost or stolen Note, a new Note of the Trustee like tenor and the Issuer to protect the IssuerPrincipal Amount at Maturity, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss that any of them may suffer if bearing a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note including, but number not limited to, reasonable fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Notecontemporaneously outstanding. In the event case any such mutilated, lostdestroyed, destroyed lost or wrongfully taken stolen Note has become or is about to become due and payable, or is about to be purchased by the Issuer Company pursuant to Article 3 or is about to be redeemed by the Company pursuant to Article 11, the Company in its discretion may pay such Note may, instead of issuing a new Note Note, pay or purchase or redeem such Note, as the case may be. Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in replacement thereofrelation thereto and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. Every replacement new Note is issued pursuant to this Section 2.07 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the IssuerCompany, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lostdestroyed, destroyed lost or wrongfully taken stolen Notes.

Replacement Notes. If a (i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee and Issuer receive evidence to their satisfaction of the destruction, loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless then, in the absence of notice to the Issuer, the Note Registrar or if and the Holder claims Indenture Trustee that the such Note has been lostacquired by a bona fide purchaser, destroyed or wrongfully takenand provided, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if that the requirements of Section 8-405 of the Uniform Commercial Code UCC (which generally permit the Issuer to impose reasonable requirements) are met, the Issuer shall execute and upon receipt of an Issuer Order the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note; provided, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven days shall be due and payable, instead of issuing a replacement Note, the Holder Issuer may pay such destroyed, lost or stolen Note when so due or payable without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a bona fide purchaser of the original Note in lieu of which such replacement Note was issued (aor in respect of which such payment was made) notifies presents for payment such original Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note from such Person to whom such replacement Note 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 Issuer or the Indenture Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Note. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notesconnection therewith.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder holder (a) notifies satisfies the Issuer or Issuers and the Trustee within a reasonable time after such Holder holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or Issuers and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuers and the Trustee. If required by the Trustee or the IssuerIssuers, such Holder holder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect itself and the Issuer Issuers to protect the IssuerIssuers, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer Issuers and the Trustee may charge the Holder holder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the IssuerIssuers. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies satisfies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”"PROTECTED PURCHASER") and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, a Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note (including, but not limited towithout limitation, reasonable attorneys' fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder holder (a) notifies satisfies the Issuer or and the Trustee within a reasonable time after such Holder holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuer and the Trustee. If required by the Trustee or the Issuer, such Holder Such holder shall furnish an indemnity bond sufficient in the judgment of the Trustee Trustee, with respect to the Trustee, and the Issuer Issuer, with respect to the Issuer, to ​ protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar Registrar, as applicable, from any loss or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer and the Trustee may charge the Holder holder for their expenses in replacing a Note including(including without limitation, but not limited to, reasonable attorneys’ fees and expenses of counsel and any tax that may be imposed with respect to the replacement of disbursements in replacing such Note). In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note issued and authenticated in accordance with this Indenture is an additional obligation of the Issuer. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. (a) If a any mutilated Note is surrendered to the Company, a Registrar or if the Holder claims Trustee, or the Company, a Registrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as is reasonably requested by them to save each of them harmless, then, in the absence of notice to the Company through such Registrar or the Trustee that the such Note has been lost, destroyed or wrongfully takenacquired by a bona fide purchaser, the Issuer Company shall issue execute, and upon its written request the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a replacement new Note if the requirements of Section 8-405 of the Uniform Commercial Code are metlike tenor and principal amount, such that the Holder (a) notifies the Issuer or the Trustee within bearing a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does number not register a transfer prior to receiving such notification, contemporaneously outstanding. (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Note. In the event any such mutilated, lostdestroyed, destroyed lost or wrongfully taken stolen Note has become or is about to become due and payable, or is about to be purchased by the Issuer Company pursuant to Article 3, or converted pursuant to Article 4, the Company in its discretion may pay such Note may, instead of issuing a new Note, pay, purchase or convert such Note, as the case may be. (c) Upon the issuance of any new Notes under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto as a result of any Notes, at the request of any Holder, being issued to a Person other than such Holder and any other reasonable expenses (including the reasonable fees and expenses of the Trustee or the Registrar) in connection therewith. (d) Every new Note issued pursuant to this Section 2.07 in replacement thereof. Every replacement lieu of any mutilated, destroyed, lost or stolen Note is shall constitute an original additional contractual obligation of the Issuer. Company, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. (e) The provisions of this Section 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lostdestroyed, destroyed lost or wrongfully taken stolen Notes.

Replacement Notes. (a) If a mutilated Note is surrendered to the Registrar or if the a Holder claims that the its Note has been lost, destroyed or wrongfully takentaken and the Registrar receives evidence to its satisfaction of the ownership and loss, destruction or theft of such Note, the Issuer shall issue and the Trustee or the Authenticating AgentTrustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s reasonable requirements of Section 8-405 of the Uniform Commercial Code are otherwise met, such that . An indemnity bond must be provided by the Holder (a) notifies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, Paying any Agent and the Registrar any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their the expenses in replacing a Note including, but not limited to, of the Issuer (including reasonable fees and expenses of counsel counsel) and any tax that may be imposed with respect to the replacement of such Trustee in replacing a Note. In Every replacement Note is a contractual obligation of the event Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. Notwithstanding the foregoing provisions of this Section 2.07(a), in case any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer in its discretion may pay such Note may, instead of issuing a new Note in replacement thereofNote, pay such Note. Every Upon the issuance of any replacement Note is an additional obligation under this Section 2.07, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the Issuer. reasonable fees and expenses of counsel and the Trustee) connected therewith. (b) The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a any mutilated certificated Note is surrendered to the Registrar or if the Holder claims that the Note has been lost, destroyed or wrongfully takenRegistrar, the Trustee or an Issuer and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuers shall issue and the Trustee or the Authenticating AgentTrustee, upon receipt of an Authentication Order, shall authenticate authenticate, or cause the Authentication Agent to authenticate, a replacement Note in exchange and substitution for, and in such form as the Note mutilated, lost, destroyed or wrongfully taken if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuers and the Trustee. If required by the Trustee Trustee, the Registrar or the an Issuer, such Holder shall furnish an indemnity bond or other indemnity sufficient in the judgment of the Issuers, the Registrar and the Trustee to protect the Issuers, the Trustee and the Issuer to protect the IssuerAgents, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer Issuers and the Trustee may charge the Holder for their expenses in replacing a Note includingNote, but not limited to, reasonable including fees and expenses of counsel and any tax that may be imposed with respect to the replacement of in replacing such Note. In Every replacement Note issued pursuant to this Section 2.07 shall be an additional obligation of the event Issuers and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. Notwithstanding the foregoing, in case any such mutilated, lostdestroyed, destroyed lost or wrongfully taken stolen certificated Note has become or is about to become due and payable, or is about to be redeemed or purchased by an Issuer pursuant to the Issuer provisions herein, the Issuers in its their discretion may pay such Note may, instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of certificated Note, pay, redeem or purchase such certificated Note, as the Issuer. The provisions of this Section 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notescase may be.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Holder takes the following actions and satisfies the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder Code: (a) notifies the Issuer or the Trustee in writing within a reasonable time after such Holder he has notice of such loss, destruction or wrongful taking and prior to the Registrar does not register registering a transfer prior to receiving of such notification, Note; (b) makes such a request to the Issuer or the Trustee in writing for a replacement Note prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and ); and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee Issuer or the IssuerTrustee, such including the requirements set forth in the following paragraph. Such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss loss, expense, claim or liability that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Note. In the event case any such mutilated, lost, destroyed or wrongfully taken Note which has become matured or is about to mature or has been validly tendered for repurchase on a Fundamental Change Repurchase Date (and not validly withdrawn), or is to be exchanged, shall become due and payablemutilated or be destroyed, lost or stolen, the Issuer in its discretion may pay such Note may, instead of issuing a new Note substitute Note, pay or authorize the payment of or exchange or authorize the exchange of the same (without surrender thereof except in replacement the case of a mutilated Note), as the case may be, if the applicant for such payment or exchange shall furnish to the Issuer, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or in connection with such substitution, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Issuer, the Trustee and, if applicable, any Paying Agent or Exchange Agent evidence to their satisfaction of the destruction, loss or theft of such Notes and of the ownership thereof. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 2.09 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. If a mutilated Note is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Orderauthentication order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are metNote, such that the Holder (a) notifies the Issuer Issuers or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer Issuers or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee Trustee, each Agent or the IssuerIssuers, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer Issuers to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer Issuers and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, including reasonable fees and expenses of counsel and any tax that may be imposed with respect to the replacement of such Notecounsel. In the event any such mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the Issuer. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

Replacement Notes. (a) If a (i) any mutilated HVIF Note is surrendered to the Registrar Trustee, or if the Holder claims that Trustee receives evidence to its satisfaction of the Note has been lostdestruction, destroyed loss or wrongfully takentheft of any HVIF Note, and (ii) there is delivered to the Issuer shall issue Trustee such security or indemnity as may be required by it to hold HVIF and the Trustee or the Authenticating Agentharmless then, upon receipt of an Authentication Order, shall authenticate a replacement Note if provided that the requirements of Section 8-405 of the Uniform Commercial Code UCC are met, such that the Holder (a) notifies the Issuer or HVIF shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen HVIF Note, a replacement HVIF Note; provided, however, that if any such destroyed, lost or stolen HVIF Note, but not a mutilated HVIF Note, shall have become or within seven (7) days shall be due and payable, instead of issuing a reasonable time replacement HVIF Note, HVIF may pay such destroyed, lost or stolen HVIF Note when so due or payable without surrender thereof. If, after such Holder has notice the delivery of such lossreplacement HVIF Note or payment of a destroyed, destruction lost or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request stolen HVIF Note pursuant to the Issuer or the Trustee prior proviso to the Note being acquired by preceding sentence, a protected purchaser as defined in (within the meaning of Section 8-303 of the Uniform Commercial Code UCC) of the original HVIF Note in lieu of which such replacement HVIF Note was issued presents for payment such original HVIF Note, HVIF and the Trustee shall be entitled to recover such replacement HVIF Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement HVIF Note from such Person to whom such replacement HVIF Note 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 HVIF or the Trustee in connection therewith. (b) Upon the issuance of any replacement HVIF Note under this Section 2.10, HVIF may require the payment by the HVIF Noteholder of such HVIF Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and (c) satisfies any other reasonable requirements of expenses (including the Trustee. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, the Authenticating Agent, Paying Agent and the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable fees and expenses of counsel and any tax that may be imposed with respect the Trustee) connected therewith. (c) Every replacement HVIF Note issued pursuant to the this Section 2.10 in replacement of such Note. In the event any such mutilated, lostdestroyed, destroyed lost or wrongfully taken stolen HVIF Note has become or is about shall be entitled to become due all the benefits of this Base Indenture equally and payable, the Issuer in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation proportionately with any and all other HVIF Notes of the Issuer. same Class and Series of HVIF Notes duly issued hereunder. (d) The provisions of this Section 2.07 2.10 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lostdestroyed, destroyed lost or wrongfully taken stolen HVIF Notes.