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 Trustee or if the Holder claims presents evidence to the satisfaction of the Issuer and the Trustee 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 Note. An indemnity or a security bond may be required by 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 Issuer and the Issuer Trustee to protect the Issuer, 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 replaced. The In every case of destruction, loss or theft, the applicant shall also furnish to the Issuer and to the Trustee evidence to their satisfaction of the destruction, loss or the theft of such Note and the ownership thereof. Each of the Issuer and the Trustee may charge the Holder for their its 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. Every replacement Note is an additional obligation of the Issuer.

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 any mutilated Note is surrendered to the Registrar Trustee or if the Holder claims that Company 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 Company will 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 IssuerCompany, such Holder shall furnish an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer Company to protect the IssuerCompany, 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 Company may charge the Holder for their its 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, destroyed, lost, destroyed or wrongfully taken stolen Note has become or is about to become due and payable, the Issuer Company in its sole discretion may pay such Note may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 2.07, the Company may require the payment of a sum sufficient to cover any tax, assessment, fee or other governmental charge that may be imposed in replacement thereofrelation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every replacement new Note is issued pursuant to this Section 2.07 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 IssuerCompany, 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. The provisions of this Section 2.07 are exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost, destroyed 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 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 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 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 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 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 Agent, upon receipt of an Authentication Order, shall authenticate and deliver a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that met and 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 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 Agent, Paying Trustee or any Agent and the Registrar from any loss that which any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the such Holder for their its reasonable out-of-pocket expenses in replacing a Note includingpursuant to this Section 2.07, but not limited to, including reasonable fees and expenses of counsel and of the Trustee. Every replacement Note issued pursuant to this Section in lieu of any tax that may lost, destroyed or wrongfully taken Note shall constitute an original additional contractual obligation of the Issuer, whether or not the lost, destroyed or wrongfully taken Note shall be imposed at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with respect to the replacement of such Noteany and all other Notes duly issued hereunder. In the event case any such mutilated, lostdestroyed, destroyed lost 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 IssuerNote, pay such Note. 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 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 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 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 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 of the Issuer. The provisions of under this Section 2.07 are exclusive and shall preclude (to 2.07, the extent lawful) all other rights and remedies with respect to Issuer may require the replacement or payment of mutilated, lost, destroyed a sum sufficient to cover any tax or wrongfully taken Notesother governmental charge that may be imposed in relation thereto and any other expenses (including the reasonable fees and expenses of counsel and the Trustee) connected therewith.

Replacement Notes. If a any 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 AgentCompany shall execute and upon its written request the Trustee shall authenticate and deliver, Paying Agent in exchange for any such mutilated Note, a new Note containing identical provisions and of like principal amount, bearing a number not contemporaneously outstanding. If there shall be delivered to the Registrar from any loss that any of them may suffer if a Note is replaced. The Issuer Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such security or indemnity as may charge the Holder for their expenses in replacing a Note including, but not limited to, reasonable fees and expenses be required by them to save either of counsel them and any tax that may be imposed with respect agent of each of them harmless, then, in the absence of notice to the replacement Company or the Trustee that such Note has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a new Note containing identical provisions and of like principal amount, bearing a number not contemporaneously 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, the Issuer Company in its discretion may pay such Note may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section 2.09, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in replacement thereofrelation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every replacement new Note is issued pursuant to this Section 2.09 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual 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 the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 2.09 are 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 (a) any mutilated Note is surrendered to the Registrar Trustee, or if (b) the Holder claims Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Company and the Trustee such Note or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such 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 bona fide 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 hereof, 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 expenses (including the fees and expenses of the Trustee) connected 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 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 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 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. 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 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 a (a) any mutilated Note is surrendered to the Registrar Trustee, or (b) the Company, the Trustee and, if applicable, the Holder claims Authenticating Agent receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Company, the Trustee and, if applicable, the Authenticating Agent such Note or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company, the Trustee or, if applicable, the Authenticating Agent 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, Agent 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, (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 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 hereof, 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 2.08, 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 expenses (including the fees and expenses of the Trustee and any Authenticating Agent) connected therewith. Every replacement new Note is issued pursuant to this Section 2.08 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual 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 benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 2.08 are 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 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 bona fide 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 2.7, 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 2.7 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 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 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 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 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 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 or a security 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 which 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 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 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 Trustee, together with such security or indemnity as may be required by the Company or the Trustee to save each of them harmless, the Company shall execute and the Trustee shall authenticate and deliver a replacement Note of the same principal amount and Stated Maturity, if the Holder claims Trustee’s requirements are met. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that the such Note has been lost, destroyed or wrongfully takenacquired by a bona fide purchaser, the Issuer Company shall issue execute and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate and deliver in lieu of any such destroyed, lost or stolen Note, 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 same principal amount and Stated Maturity containing identical terms and provisions and 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, (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 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, the Issuer Company in its discretion may pay such Note may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section, 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every replacement new Note is issued pursuant to this Section in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual 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 the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 are 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 any mutilated Note is surrendered to the Registrar Trustee or if the Holder claims that Company and the Note has been lostTrustee receives evidence to its satisfaction of the destruction, destroyed loss or wrongfully takentheft of any Note, the Issuer Company shall issue and the Trustee or the Authenticating AgentTrustee, upon receipt of an Authentication Order or in accordance with a previously delivered Authentication Order, shall authenticate a replacement Note if the Company’s and the Trustee’s requirements 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, such Holder shall furnish an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer Company to protect the IssuerCompany, 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 Company and the Trustee may charge for their expenses in replacing a Note. Every replacement Note issued in accordance with this Section 2.07 is an additional obligation of the Company and any other obligor upon the Notes and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. The 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 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 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. If (a)(i) a mutilated Note is surrendered to the Registrar or if (ii) the Holder of a Note claims that the such Note has been lost, destroyed or wrongfully taken, stolen and provides the Issuer shall issue Company 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 with (aA) notifies the Issuer or the Trustee within a reasonable time after such Holder has notice evidence of such loss, theft or destruction or wrongful taking that is reasonably satisfactory to the Company and the Registrar does not register a transfer prior Trustee and (B) any amount or kind of security or indemnity that either of the Company or the Trustee reasonably request to receiving protect itself from any loss that it may suffer upon replacement of such notificationNote, and, in either case, (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) Holder satisfies any other reasonable requirements of the Trustee. If required by , including the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment payment 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 or other governmental charge that may be imposed in connection with respect to the replacement of such Note. In , then, unless the event any Company or the Trustee receives notice that such mutilatedNote has been acquired by a bona fide purchaser, the Company will, in accordance with Section 2.05 hereof, promptly execute and deliver to the Trustee, and the Trustee, upon receipt of a Company Order, in accordance with Section 2.05 hereof, and the documents required by Sections 12.03 and 12.04 hereof, will promptly authenticate and deliver, in the name of such Holder, a replacement Note having the same aggregate principal amount as the Note that was mutilated or claimed to be lost, destroyed or wrongfully taken Note has become stolen, bearing any restrictive legends required by Section 2.02 or is about to become due 2.10 hereof and payable, the Issuer in its discretion may pay such Note instead of issuing with a certificate number not contemporaneously outstanding. Every new Note issued pursuant to this Section 2.11 in replacement thereof. Every replacement Note is exchange for any mutilated Note, or in lieu of any destroyed, lost or stolen Note, will constitute an additional original contractual obligation of the Issuer. The provisions Company and any other obligor upon the Notes, regardless of whether the mutilated, destroyed, lost or stolen Note will be at any time enforceable by anyone, and will be entitled to all benefits of (and will be subject to all the limitations set forth in) this Section 2.07 are exclusive Indenture equally and shall preclude (to the extent lawful) proportionately with any and all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken NotesNotes duly issued hereunder.

Replacement Notes. If a any mutilated Note is surrendered to the Registrar or if the a Holder of a Note claims that the any Note has been lostdestroyed, destroyed lost or wrongfully takenstolen and the Issuer receives evidence to its satisfaction of the destruction, loss or theft of any 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 requirements of Section 8-405 of the Uniform Commercial Code are met, such that including the requesting Holder (a) notifies satisfying the requirements of the Trustee and the Issuer or the Trustee within a reasonable time after such Holder has notice of such lossdestruction, destruction loss or wrongful taking theft, and the Registrar does shall 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 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 its expenses in replacing a Note including, but not limited to, reasonable (including attorneys’ fees and expenses disbursements of counsel and any tax that may be imposed with respect to the replacement of replacing such Note). In the event case any such mutilated, lostdestroyed, destroyed lost or wrongfully taken stolen Note has had become or is about to become due and payable, the Issuer Issuer, in its discretion may pay such Note discretion, may, instead of issuing a new Note Note, pay such Note, upon satisfaction of the conditions set forth in replacement thereofthe preceding paragraph. Every replacement Note is an additional obligation of the IssuerIssuer (but shall not be an Incurrence of Debt) 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 are exclusive and shall preclude (to the extent lawful) all other rights and remedies of any Holder with respect to the replacement or payment of mutilated, 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 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 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 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 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 Guarantor, such Holder shall furnish holder must provide an indemnity bond or other indemnity or security, sufficient in the judgment of the Trustee Issuer, any Guarantor, 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 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 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 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 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 any mutilated Note is surrendered to the Company, a Registrar or if the Holder claims Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that 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 case the event principal amount of any such mutilated, lostdestroyed, destroyed lost or wrongfully taken stolen Note has become or is about to become due and payable, the Issuer Company in its discretion may pay such Note may, instead of issuing a new Note Note, pay all amounts due on such Note. 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 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. 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 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 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 including that the Holder (ai) 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, (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 Code, (a “protected purchaser”iii) and (c) satisfies any other reasonable requirements of the Trustee. If 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 replaced and (iv) satisfies any other reasonable requirements of 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 NoteTrustee. 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. Upon the issuance of any new Note under this Section 2.09, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 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. (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 of the Issuer. The provisions of under this Section 2.07 are exclusive and shall preclude (to 2.07, the extent lawful) all other rights and remedies with respect to Issuer may require the replacement or payment of mutilated, lost, destroyed a sum sufficient to cover any tax or wrongfully taken Notesother governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of counsel and the Trustee) connected therewith.

Replacement Notes. If a mutilated (a) any Note is surrendered to the Registrar or if the Holder claims that the Note has been becomes mutilated, defaced, lost, stolen, or destroyed or wrongfully taken(b) Borrower or a Lender otherwise reasonably requests, the Issuer shall issue and the Trustee or the Authenticating Agentthen, upon receipt the request of an Authentication OrderBorrower or any Lender, (x) Borrower shall authenticate promptly execute and deliver to Lender a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are metfor each such Note as to which such a request is made, and (y) such that the Holder (a) notifies the Issuer or the Trustee within a reasonable time after Lender shall surrender to Borrower, in exchange for such Holder has notice of such lossreplacement Note, 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 replaced (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trusteeif not lost, stolen, or destroyed). 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 As conditions precedent to the replacement of any Note, the applicant for a new Note shall furnish to Borrower evidence to Borrower’s reasonable satisfaction of the loss, theft, or destruction of such Note. In Note alleged to have been lost, stolen, or destroyed, and of the event any ownership and authenticity of such mutilated, defaced, lost, stolen, or destroyed Note, and also such security and indemnity as Borrower reasonably requires (provided, that the written undertaking of the Initial Lender or wrongfully taken any institutional holder of a Note has become having a net worth (or is about in the case of a bank, having combined capital, surplus, and undivided profits) of at least $100,000,000 to become due hold harmless Borrower in respect of the execution, authentication and payable, the Issuer in its discretion may pay delivery of such Note instead of issuing a new Note shall be sufficient security and indemnity), and shall pay all expenses and charges of such substitution or exchange. All Notes shall be issued, held, and owned upon the express condition that the foregoing provisions are exclusive in replacement thereof. Every replacement Note is an additional obligation respect of the Issuer. The provisions replacement of this Section 2.07 are exclusive mutilated, defaced, lost, stolen, or destroyed Notes and shall preclude (to the extent lawful) any and all other rights and remedies with respect remedies, any present or future law or statute to the contrary notwithstanding. Each replacement or payment Note shall have identical terms as the Note that it replaces, except for such changes as Borrower and the Lenders agree upon (such agreement not to be unreasonably withheld) following a request by any of mutilated, lost, destroyed or wrongfully taken Notesthem for such a change.

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 Company shall issue and the Trustee or the Authenticating AgentTrustee, upon receipt of an Authentication OrderOrder in accordance with Section 2.02 hereof, 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 and surety 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 that is satisfactory 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 Company to protect the IssuerCompany, 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 Company may charge the Holder for their the expenses in replacing a Note including, but not limited to, of the Company (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 issued in accordance with this Section 2.07 is a contractual obligation of the event Company 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 Company 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 of the Issuer. The provisions of under this Section 2.07 are exclusive and shall preclude (to 2.07, the extent lawful) all other rights and remedies with respect to Company may require the replacement or payment of mutilated, lost, destroyed a sum sufficient to cover any tax or wrongfully taken Notesother governmental charge that may be imposed in relation thereto and any other expenses (including the reasonable fees and expenses of counsel and the Trustee) connected therewith.

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 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 any mutilated Note is surrendered to the Registrar or if Trustee, the Holder claims Company shall execute and, upon the Company’s written request, the Trustee shall authenticate and deliver a new definitive Note, of like series, tenor and aggregate principal amount and equal face amount of principal, registered in the same manner, dated the date of its authentication and bearing interest from the date to which interest has been paid on such Note, in exchange and substitution for such Note (upon surrender and cancellation thereof); provided, that the applicant for such new Note shall furnish to the Company and to the Trustee such reasonable bond or indemnity as may be required by them to save each of them harmless. If there shall be delivered to the Company and the Trustee (a) evidence to their satisfaction of the destruction, loss or theft of any Note and (b) such bond or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that 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 bona fide purchaser, the Company shall execute and, upon the Company’s request, the Trustee shall authenticate and deliver a new definitive Note, of like tenor and aggregate principal amount and equal face amount of principal registered in the same manner, dated the date of its authentication and bearing interest from the date to which interest has been paid on such Note, in lieu of and substitution for such Note. Upon the issuance of any new Note under this Section 8-303 2.04, the Company may require the payment of the Uniform Commercial Code (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 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 NoteTrustee) connected therewith. 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 Every new Note issued pursuant to this Section 2.04 in replacement thereof. Every replacement lieu of any destroyed, lost or stolen Note is shall constitute an original additional contractual obligation of the IssuerCompany. The provisions of this Section 2.07 2.04 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 Trustee or if the Holder of a Note claims and submits an affidavit or other evidence, satisfactory to the Trustee, to the Trustee to the effect that the Note has been lost, destroyed or wrongfully takenstolen, 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 are met, such that the . Such 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 must provide an indemnity bond or other indemnity, sufficient in the judgment of both 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 replaced. The Issuer and the Trustee Company may charge the such Holder for their its reasonable, out-of-pocket 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, the Issuer Company in its discretion may pay such Note discretion, but subject to any conversion rights, may, instead of issuing a new Note Note, pay such Note, upon satisfaction of the conditions set forth in replacement thereofthe preceding paragraph. Every replacement new Note is issued pursuant to this Section 2.7 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 such new Note shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 2.7 are exclusive and shall preclude (to the extent lawful) all other rights and remedies of any Holder with respect to the replacement or payment of mutilated, 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, 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 (a) any mutilated Note is surrendered to the Registrar Trustee, or (b) the Issuer, the Trustee and, if applicable, the Holder claims Authenticating Agent receive evidence to their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Issuer, the Trustee and, if applicable, the Authenticating Agent such Note or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer, the Trustee or, if applicable, the Authenticating Agent that the such Note has been lost, destroyed or wrongfully takenacquired by a bona fide purchaser, the Issuer shall issue execute and upon their written request the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, Agent 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, (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 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 pursuant to Article 3 hereof, the Issuer 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 2.08, the Issuer 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 expenses (including the fees and expenses of the Trustee and any Authenticating Agent) connected therewith. Every replacement new Note is issued pursuant to this Section 2.08 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section 2.07 2.08 are 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 (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 Co-Issuers and the Trustee such security or indemnity as may be required by them to hold the Authenticating AgentCo-Issuers 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 Co-Issuers shall 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 Co-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 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 (a “protected purchaser”New York UCC) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Issuer, original Note in lieu of which such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and the Issuer to protect the Issuerreplacement Note was issued presents for payment such original Note, 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 Co-Issuers and the Trustee may charge shall be entitled to recover such replacement Note (or such payment) from the Holder for their expenses in replacing a Person to whom it was delivered or any Person taking such replacement Note including, but not limited to, reasonable fees and expenses of counsel and from such Person to whom such replacement Note was delivered or any tax that may be imposed with respect to the replacement assignee of such Note. In the event any such mutilatedPerson, lostexcept a protected purchaser, 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 (be entitled to recover upon the security or indemnity provided therefor to the extent lawful) all other rights and remedies with respect to of any loss, damage, cost or expense incurred by the replacement Co-Issuers or payment of mutilated, lost, destroyed or wrongfully taken Notesthe Trustee in connection therewith.

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 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 New York UCC 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 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 Company to protect the Company, 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(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 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. 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 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 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 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. 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 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 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 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. 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 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. 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 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. 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. If a mutilated Note is surrendered to the Registrar Trustee, together with such security or indemnity as may be required by the Company or the Trustee to save each of them harmless, the Company shall execute and the Trustee shall authenticate and deliver a replacement Notes of the same series, principal amount and Stated Maturity, if the Holder claims Trustee's requirements are met. If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that the such Note has been lost, destroyed or wrongfully takenacquired by a bona fide purchaser, the Issuer Company shall issue execute and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall authenticate and deliver in lieu of any such destroyed, lost or stolen Note, a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are metsame series, such that the Holder (a) notifies the Issuer or the Trustee within principal amount and Stated Maturity containing identical terms and provisions and 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, (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 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, the Issuer Company in its discretion may pay such Note may, instead of issuing a new Note, pay such Note. Upon the issuance of any new Note under this Section, 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 expenses (including the fees and expenses of the Trustee) connected therewith. Every replacement new Note is of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual 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 the benefits of this Indenture equally and proportionately with any and all other Notes of that series duly issued hereunder. The provisions of this Section 2.07 are 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 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. (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 (c) satisfies the Issuers, the Trustee and any other reasonable requirements 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 Trustee. If required by Issuers, the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient Financial Insurance Provider 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 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, 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 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 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, or has been submitted for repurchase pursuant to Section 4.06 or is about to be converted into Common Stock pursuant to Article XII, 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 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 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 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 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 (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 and (ii) there is delivered to the Trustee and the Control Party such security or wrongfully takenindemnity as may be required by them to hold the Co-Issuers, the Issuer shall issue Trustee and the Trustee or the Authenticating AgentControl Party 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 (a) notifies the Issuer or Co-Issuers shall execute and upon their 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, the Co-Issuers may (with the consent of the Control Party) 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 Co-Issuers, the Trustee and the Control Party 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 (c) satisfies shall be entitled to recover upon the security or indemnity provided therefor to the extent of any other reasonable requirements of loss, damage, cost or expense incurred by the Trustee. If required by Co-Issuers, the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient Control Party 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 either (x) any mutilated Note is surrendered to the Trustee, the Registrar or if the Holder claims that Issuers (and, prior to the Note has been lost, destroyed or wrongfully takenEscrow Release Date, the Issuer Escrow Issuers), or (y) the Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) and the Trustee receive evidence to their satisfaction of the ownership and destruction, loss or theft of any Note, then the Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) shall issue and the Trustee or the Authenticating AgentTrustee, upon receipt of an Authentication OrderOrder and satisfaction of any other requirements of the Trustee, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Holder (a) notifies the 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 TrusteeNote. If required by the Trustee or the IssuerIssuers (and, such Holder shall furnish prior to the Escrow Release Date, the Escrow Issuers), an indemnity bond must be supplied by the Holder that is sufficient in the judgment of both (a) the Trustee to protect the Trustee and (b) the Issuer Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) to protect the IssuerIssuers (and, prior to the Escrow Release Date, the Escrow Issuers), 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 Issuers (and, prior to the Escrow Release Date, the Escrow 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 a contractual obligation of the Issuer. The provisions Issuers (and, prior to the Escrow Release Date, the Escrow Issuers) 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 NotesNotes duly issued hereunder.

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 any Note shall be mutilated, destroyed, lost or stolen, MBIA shall, upon the written request of the Holder of such Note, issue and execute, and the Fiscal Agent shall authenticate and deliver, in replacement thereof, a mutilated replacement Note is surrendered payable to such Holder and in the same principal amount as the Note so mutilated, destroyed, lost or stolen. If the Note being replaced has become mutilated, the Holder shall surrender such Note to the Registrar or if the Holder claims that Fiscal Agent. If the Note has been lostdestroyed, destroyed lost or wrongfully takenstolen, the Issuer Holder of such Note shall issue furnish to MBIA and the Trustee Fiscal Agent (i) reasonably satisfactory evidence of such Holder’s ownership of such Note, (ii) reasonably satisfactory evidence of the destruction, loss or theft of such Note and (iii) such security or indemnity as may reasonably be required by MBIA and the Authenticating Fiscal Agent to save harmless MBIA and the Fiscal Agent, upon receipt . Upon the issuance of an Authentication Order, shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are metpursuant to this Section, such that the Holder (a) notifies requesting such replacement Note shall pay to the Issuer Fiscal Agent a sum sufficient to cover any transfer tax or governmental charge payable in connection with the Trustee within a reasonable time after such Holder has notice issuance of such loss, destruction or wrongful taking and replacement Note. Any Note issued pursuant to this Section shall be registered with 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 Registrar. Every replacement Note being acquired by a protected purchaser as defined in Section 8-303 shall be an additional obligation of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the TrusteeMBIA. 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, the Issuer MBIA 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 IssuerNote, pay such Note. The provisions of this Section 2.07 2.06 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)(i) a mutilated Note is surrendered to the Registrar or if (ii) the Holder of a Note claims that the such Note has been lost, destroyed or wrongfully taken, stolen and provides the Issuer shall issue Company 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 with (aA) notifies the Issuer or the Trustee within a reasonable time after such Holder has notice evidence of such loss, theft or destruction or wrongful taking that is reasonably satisfactory to the Company and the Registrar does not register a transfer prior Trustee and (B) any amount or kind of security or indemnity that either of the Company or the Trustee reasonably request to receiving protect itself from any loss that it may suffer upon replacement of such notificationNote, and, in either case, (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) Holder satisfies any other reasonable requirements of the Trustee. If required by , including the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment payment 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 or other governmental charge that may be imposed in connection with respect to the replacement of such Note. In , then, unless the event any Company or the Trustee receives notice that such mutilatedNote has been acquired by a bona fide purchaser, the Company will, in accordance with Section 2.05 hereof, promptly execute and deliver to the Trustee, and the Trustee, upon receipt of a Company Order, in accordance with Section 2.05 hereof, and the documents required by Sections 15.03 and 15.04 hereof, will promptly authenticate and deliver, in the name of such Holder, a replacement Note having the same aggregate principal amount as the Note that was mutilated or claimed to be lost, destroyed or wrongfully taken Note has become stolen, bearing any restrictive legends required by Section 2.02 or is about to become due 2.10 hereof and payable, the Issuer in its discretion may pay such Note instead of issuing with a certificate number not contemporaneously outstanding. Every new Note issued pursuant to this Section 2.11 in replacement thereof. Every replacement Note is exchange for any mutilated Note, or in lieu of any destroyed, lost or stolen Note, will constitute an additional original contractual obligation of the Issuer. The provisions Company and any other obligor upon the Notes, regardless of whether the mutilated, destroyed, lost or stolen Note will be at any time enforceable by anyone, and will be entitled to all benefits of (and will be subject to all the limitations set forth in) this Section 2.07 are exclusive Indenture equally and shall preclude (to the extent lawful) proportionately with any and all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken NotesNotes duly issued hereunder.

Replacement Notes. If a mutilated Certificated Note is surrendered to the Registrar or the Trustee, if a mutilated Global Note is surrendered to the Company or the Trustee or if the Holder claims Company and the Trustee receive evidence to their satisfaction that the any Note has been lost, destroyed or wrongfully takenstolen, the Issuer Company 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 Notes mutilated, lost, destroyed or wrongfully taken if (i) in the requirements case of Section 8-405 a lost, destroyed or stolen Note, the Holder of such Note furnishes to the Company, the Trustee and, in the case of a Certificated Note, the Registrar, evidence reasonably acceptable to them of the Uniform Commercial Code are metownership and the destruction, 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 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 (cii) 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 by the Holder requesting replacement, sufficient in the judgment of the Trustee and the Issuer each to protect the IssuerCompany, the TrusteeRegistrar (in the case of a Certificated Note ), the Authenticating Agent, Paying Trustee or any Agent and the Registrar from any loss that any of them may suffer if a such Note is replaced. Prior to the issuance of any such replacement Note, the Trustee shall notify the Company of any request therefor. The Issuer Company may charge such Holder for the Company's out-of-pocket expenses in replacing such Note and the Trustee may charge the Holder for their the Trustee's 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 shall constitute an additional obligation of the IssuerCompany and shall be entitled to all of the benefits of this Indenture equally and proportionally with all other Notes issued hereunder. The provisions of this Section 2.07 2.08 are exclusive and shall preclude (to the extent lawfulpermitted by applicable law) all other rights and remedies with respect to the replacement or payment of mutilated, 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. (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 of the Issuer. The provisions of under this Section 2.07 are exclusive and shall preclude (to 2.07, the extent lawful) all other rights and remedies with respect to Issuers may require the replacement or payment of mutilated, lost, destroyed a sum sufficient to cover any tax or wrongfully taken Notesother governmental charge that may be imposed in relation thereto and any other expenses (including the reasonable fees and expenses of counsel and the Trustee) connected therewith.

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. 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 an 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 an Authenticating Agent, Paying Agent and the Registrar any 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, 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. 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. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Agent Members or beneficial owners of interests in any Definitive Note or Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depository.

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, Escrow Subsidiary prior to the Issuer date of the Assumption and thereafter FelCor LP shall issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, authenticating agent shall authenticate a replacement Note if of like tenor and amount and bearing a number not contemporaneously outstanding; provided that the requirements of this Section 8-405 of the Uniform Commercial Code 2.09 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 Registrar or Escrow Subsidiary prior to the Issuerdate of the Assumption and thereafter FelCor LP, such Holder shall furnish an indemnity bond must be furnished that is sufficient in to protect Escrow Subsidiary prior to the judgment date of the Trustee Assumption and the Issuer to protect the Issuerthereafter FelCor LP, the TrusteeGuarantors, the Authenticating Agent, Paying Registrar or any other Agent and the Registrar from any cost, expense or loss that any of them may suffer if a Note is replacedreplaced and subsequently presented or claimed for payment. The Issuer FelCor LP may charge such Holder for its expenses and the Trustee may charge expenses of the Holder for their expenses Registrar 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 has become or is about to become due and payable, the Issuer FelCor LP in its discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of Escrow Subsidiary, prior to the Issuerdate of the Assumption and thereafter FelCor LP and shall be entitled to the benefits of this Indenture. 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 any mutilated Note is surrendered to the Registrar, the Authenticating Agent or the Issuer or the Registrar receives evidence to its satisfaction of the destruction, loss or if the Holder claims that the Note has been lost, destroyed or wrongfully takentheft of any Note, the Issuer shall will issue and the Trustee or the Authenticating Agent, upon receipt of an Authentication Order, shall will authenticate a replacement Note if the Registrar’s and Authenticating Agent’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, the Registrar, the Authenticating 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 and the Issuer each such party to protect the Issuer, the Trustee, the Registrar, the Authenticating Agent, Paying Agent and the Registrar any 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. If, after the delivery of such replacement Note, a bona fide purchaser of the original Note includingin lieu of which such replacement Note was issued presents for payment or registration such original Note, but not limited tothe Trustee shall be entitled to recover such replacement 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, any Agent and any tax that may be imposed with respect authenticating agent in connection therewith. Subject to the replacement provisions of such Note. In the event any such mutilatedfinal sentence of the preceding paragraph of this Section 2.07, 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 every replacement Note is an additional obligation of the Issuer. The provisions Issuer and will 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 Notes duly issued hereunder. For purposes of determining whether the Holders of the requisite principal amount of Notes have taken any action as herein described, the principal amount of Notes shall be deemed to be the euro equivalent of such principal amount of the Notes as of (i) if a Record Date has been set with respect to the replacement taking of such action, such date or payment (ii) if no such Record Date has been set, the date the taking of mutilatedsuch action by the Holders of such requisite principal amount is certified to the Paying Agent and Trustee by the Issuer. Any request, lostdemand, destroyed authorization, direction, notice, consent, waiver or wrongfully other action provided by this Indenture to be given or taken Notesby Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an Agent duly appointed in writing or may be embodied in or evidenced by an electronic transmission which identifies the documents containing the proposal on which such consent is requested and certifies such Holders’ consent thereto and agreement to be bound thereby; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee, and where it is hereby expressly required, to the Issuer.

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 Issuers 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 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 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, 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 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 Note Issuers shall issue issue, the Guarantor Subsidiaries shall execute 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 the Issuer satisfies Iridium 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 notificationnotification that such requirements are met, (bii) makes such request to the Issuer Iridium or the Trustee prior to the Note being acquired by a protected bona fide 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 including, if requested, an opinion of counsel for the Holder to the effect that the Holder has complied with the requirements of this Section 2.07. If required by the Trustee or the IssuerIridium, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee and or Iridium, as the Issuer case may be, to protect the IssuerIssuers, 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 Iridium 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 discretion may pay such Note instead of issuing a new Note in replacement thereof. Every replacement Note is an additional obligation of the IssuerIssuers. 38 31 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 including 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”), (iii) and (c) satisfies any other reasonable requirements of the Trustee. If 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 replaced and (iv) satisfies any other reasonable requirements of 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 NoteTrustee. 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. 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 or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. 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.