Common use of Replacement Notes Clause in Contracts

Replacement Notes. If a mutilated Note is surrendered to the Indenture Trustee or the Indenture Trustee receives evidence of the destruction, loss or theft of a Note, the Issuer will execute and, on Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in place of the Note if the following conditions are met: (i) the Indenture Trustee receives security or indemnity to hold the Issuer and the Indenture Trustee harmless, (ii) none of the Issuer, the Note Registrar or the Indenture Trustee have received notice that the Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the requirements of Section 8-405 of the UCC are met. However, if a destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemption, instead of issuing a replacement Note, the Issuer may pay the destroyed, lost or stolen Note when so due or payable or on the Redemption Date without surrender of the Note. If a protected purchaser of the original Note in place of which the replacement Note was issued (or the payment made) presents for payment the original Note, the Issuer and the Indenture Trustee may recover the replacement Note (or the payment) from the Person to whom it was delivered or a Person taking the replacement Note (or the payment) from the Person to whom the replacement Note (or the payment) was delivered or an assignee of that Person, except a protected purchaser, and may recover on the security or indemnity provided for the replacement Note (or the payment) for any fee, expense, loss, damage or liability incurred by the Issuer or the Indenture Trustee for the replacement Note (or the payment).

Replacement Notes. If a mutilated Note is surrendered to the Indenture Trustee or the Indenture Trustee receives evidence of the destruction, loss or theft of a Note, the Issuer Trust will execute and, on Issuer Trust Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in place of the Note if the following conditions are met: (i) the Indenture Trustee receives security or indemnity to hold the Issuer Trust and the Indenture Trustee harmless, (ii) none of the IssuerTrust, the Note Registrar or the Indenture Trustee have received notice that the Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the requirements of Section 8-405 of the UCC are met. However, if a destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 fifteen (15) days or has been called for redemption, instead of issuing a replacement Note, the Issuer Trust may pay the destroyed, lost or stolen Note when so due or payable or on the Redemption Date without surrender of the Note. If a protected purchaser of the original Note in place of which the replacement Note was issued (or the payment made) presents for payment the original Note, the Issuer Trust and the Indenture Trustee may recover the replacement Note (or the payment) from the Person to whom it was delivered or a Person taking the replacement Note (or the payment) from the Person to whom the replacement Note (or the payment) was delivered or an assignee of that Person, except a protected purchaser, and may recover on the security or indemnity provided for the replacement Note (or the payment) for any fee, expense, loss, damage or liability incurred by the Issuer Trust or the Indenture Trustee for the replacement Note (or the payment).

Replacement Notes. If a mutilated Note is surrendered to the Indenture Trustee or the Indenture Trustee receives evidence of the destruction, loss or theft of a Note, the Issuer will execute and, on Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in place of the Note if the following conditions are met: (i) the Indenture Trustee receives security or indemnity to hold the Issuer and the Indenture Trustee harmless, (ii) none of the Issuer, the Note Registrar or the Indenture Trustee have received notice that the Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the requirements of Section 8-405 of the UCC are met. However, if a destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 fifteen (15) days or has been called for redemption, instead of issuing a replacement Note, the Issuer may pay the destroyed, lost or stolen Note when so due or payable or on the Redemption Date without surrender of the Note. If a protected purchaser of the original Note in place of which the replacement Note was issued (or the payment made) presents for payment the original Note, the Issuer and the Indenture Trustee may recover the replacement Note (or the payment) from the Person to whom it was delivered or a Person taking the replacement Note (or the payment) from the Person to whom the replacement Note (or the payment) was delivered or an assignee of that Person, except a protected purchaser, and may recover on the security or indemnity provided for the replacement Note (or the payment) for any fee, expense, loss, damage or liability incurred by the Issuer or the Indenture Trustee for the replacement Note (or the payment).

Replacement Notes. If a mutilated Exchange Note is surrendered to the Indenture Trustee Administrative Agent or the Indenture Trustee Administrative Agent receives evidence of the destruction, loss or theft of a Notean Exchange Note the Borrowers will execute, and the Issuer will execute and, on Issuer Request, the Indenture Trustee Administrative Agent will authenticate and deliver a replacement Exchange Note of the same Class class and principal amount in exchange for or in place of the Exchange Note if the following conditions are met: (i) the Indenture Trustee Administrative Agent receives security or indemnity to hold the Issuer Borrowers and the Indenture Trustee Administrative Agent harmless, (ii) none of the IssuerBorrowers, the Exchange Note Registrar or the Indenture Trustee Administrative Agent have received notice that the Exchange Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the requirements of Section 8-405 of the UCC are met. However, if a destroyed, lost or stolen Exchange Note (but not a mutilated Exchange Note) is due and payable within 15 days or has been called for redemption, instead of issuing a replacement Exchange Note, the Issuer Borrowers may pay the destroyed, lost or stolen Exchange Note when so due or payable or on the Exchange Note Redemption Date for the Exchange Note without surrender of the Exchange Note. If a protected purchaser of the original Exchange Note in place of which the replacement Exchange Note was issued (or the payment made) presents for payment the original Exchange Note, the Issuer Borrowers and the Indenture Trustee Administrative Agent may recover the replacement Exchange Note (or the payment) from the Person to whom it was delivered or a Person taking the replacement Exchange Note (or the payment) from the Person to whom the replacement Exchange Note (or the payment) was delivered or an assignee of that Person, except a protected purchaser, and may recover on the security or indemnity provided for the replacement Exchange Note (or the payment) for any fee, expense, loss, damage or liability incurred by the Issuer Borrowers or the Indenture Trustee Administrative Agent for the replacement Exchange Note (or the payment).

Replacement Notes. If a mutilated Note is surrendered to the Indenture Trustee or the Indenture Trustee receives evidence of the destruction, loss or theft of a Note, the Issuer will execute and, on Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in place of the Note if the following conditions are met: (i) the Indenture Trustee receives security or indemnity to hold the Issuer and the Indenture Trustee harmless, (ii) none of the Issuer, the Note Registrar or the Indenture Trustee have received notice that the Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the requirements of Section 8-405 of the UCC are met. However, if a destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemption, instead of issuing a replacement Note, the Issuer may pay the destroyed, lost or stolen Note when so due or payable or on the Redemption Date without surrender of the Note. If a protected purchaser of the original Note in place of which the replacement Note was issued (or the payment made) presents for payment the original Note, the Issuer and the Indenture Trustee may recover the replacement Note (or the payment) from the Person to whom it was delivered or a Person taking the replacement Note (or the payment) from the Person to whom the replacement Note (or the payment) was delivered or an assignee of that Person, except a protected purchaser, and may recover on the security or indemnity provided for the replacement Note (or the payment) for any fee, expense, loss, damage or liability incurred by the Issuer or the Indenture Trustee for the replacement Note (or the payment).the

Replacement Notes. (a) If a (i) any mutilated Note is surrendered to the Indenture Trustee Trustee, or the Indenture Trustee receives and Issuer receive evidence to their satisfaction of the destruction, loss or theft of a any Note, the Issuer will execute and, on Issuer Request, and (ii) there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in place of the Note if the following conditions are met: (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmlessharmless then, (ii) none in the absence of notice to the Issuer, the Note Registrar or and the Indenture Trustee have received notice that the such Note has been acquired by a protected bona fide purchaser, as defined in Section 8-303 of the UCC and (iii) provided, that the requirements of Section 8-405 of the UCC (which generally permit the Issuer to impose reasonable requirements) are met. However, if a the Issuer shall execute and upon receipt of an Issuer Order the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note (Note, a replacement Note; provided, that if any such destroyed, lost or stolen Note, but not a mutilated Note) is , shall have become or within seven days shall be due and payable within 15 days or has been called for redemptionpayable, instead of issuing a replacement Note, the Issuer may pay the such destroyed, lost or stolen Note when so due or payable or on the Redemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the Note. If proviso to the preceding sentence, a protected bona fide purchaser of the original Note in place lieu of which the such replacement Note was issued (or the in respect of which such payment was made) presents for payment the such original Note, the Issuer and the Indenture Trustee may shall be entitled to recover the such replacement Note (or the such payment) from the Person to whom it was delivered or a any Person taking the such replacement Note (or the payment) from the such Person to whom the such replacement Note (or the payment) was delivered or an any assignee of that such Person, except a protected bona fide purchaser, and may shall be entitled to recover on upon the security or indemnity provided for therefor to the replacement Note (or the payment) for extent of any fee, expense, loss, damage damage, cost or liability expense incurred by the Issuer or the Indenture Trustee for the replacement Note (or the payment)in connection therewith.

Replacement Notes. If a mutilated Note is surrendered to the Indenture Trustee or the Indenture Trustee receives evidence of the destruction, loss or theft of a Note, the Issuer will execute and, on Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in place of the Note if the following conditions are met: (i) the Indenture Trustee receives security or indemnity to hold the Issuer and the Indenture Trustee harmless, (ii) none of the Issuer, the Note Registrar or the Indenture Trustee have received notice that the Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the requirements of Section 8-405 of the UCC are met. However, if a destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 [fifteen (15)] days or has been called for redemption, instead of issuing a replacement Note, the Issuer may pay the destroyed, lost or stolen Note when so due or payable or on the Redemption Date without surrender of the Note. If a protected purchaser of the original Note in place of which the replacement Note was issued (or the payment made) presents for payment the original Note, the Issuer and the Indenture Trustee may recover the replacement Note (or the payment) from the Person to whom it was delivered or a Person taking the replacement Note (or the payment) from the Person to whom the replacement Note (or the payment) was delivered or an assignee of that Person, except a protected purchaser, and may recover on the security or indemnity provided for the replacement Note (or the payment) for any fee, expense, loss, damage or liability incurred by the Issuer or the Indenture Trustee for the replacement Note (or the payment).

Replacement Notes. (a) If a (i) any mutilated Note is surrendered to the Indenture Trustee Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of a Note, any Note and (ii) there is delivered to the Master Issuer will execute and, on Issuer Request, and the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in place of the Note if the following conditions are met: (i) the Indenture Trustee receives such security or indemnity as may be required by them to hold the Master Issuer and the Indenture Trustee harmlessharmless then, (ii) none of the Issuer, the Note Registrar or the Indenture Trustee have received notice provided that the Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the requirements of Section 2.8(f) and Section 8-405 of the New York UCC are met. However, if a the Master Issuer 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 (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) is days shall be, due and payable within 15 days or has been called for redemptionpayable, instead of issuing a replacement Note, the Master Issuer may pay the such destroyed, lost or stolen Note when so due or payable or on the Redemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the Note. If preceding sentence, a protected purchaser (within the meaning of Section 8-303 of the New York UCC) of the original Note in place lieu of which the such replacement Note was issued (or the payment made) presents for payment the such original Note, the Master Issuer and the Indenture Trustee may shall be entitled to recover the such replacement Note (or the such payment) from the Person to whom it was delivered or a any Person taking the such replacement Note (or the payment) from the such Person to whom the such replacement Note (or the payment) was delivered or an any assignee of that such Person, except a protected purchaser, and may shall be entitled to recover on upon the security or indemnity provided for therefor to the replacement Note (or the payment) for extent of any fee, expense, loss, damage damage, cost or liability expense incurred by the Master Issuer or the Indenture Trustee for the replacement Note (or the payment)in connection therewith.

Replacement Notes. (a) If a (i) any mutilated Note is surrendered to the Indenture Trustee Trustee, or the Indenture Trustee receives evidence to its reasonable satisfaction of the destruction, loss or theft of a Note, any Note and (ii) there is delivered to the Issuer will execute and, on Issuer Request, and the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in place of the Note if the following conditions are met: (i) the Indenture Trustee receives such security or indemnity as may be required by them to hold the Issuer and the Indenture Trustee harmlessharmless then, (ii) none of the Issuer, the Note Registrar or the Indenture Trustee have received notice provided that the Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the requirements of Section 2.8(f) and Section 8-405 of the New York UCC are met. Howevermet (as determined by the Issuer), if a the Issuer shall execute and upon their 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 (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) is days shall be, due and payable within 15 days or has been called for redemptionpayable, instead of issuing a replacement Note, the Issuer may pay the such destroyed, lost or stolen Note when so due or payable or on the Redemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the Note. If preceding sentence, a protected purchaser (within the meaning of Section 8-303 of the New York UCC) of the original Note in place lieu of which the such replacement Note was issued (or the payment made) presents for payment the such original Note, the Issuer and the Indenture Trustee may shall be entitled to recover the such replacement Note (or the such payment) from the Person to whom it was delivered or a any Person taking the such replacement Note (or the payment) from the such Person to whom the such replacement Note (or the payment) was delivered or an any assignee of that such Person, except a protected purchaserProtected Purchaser, and may shall be entitled to recover on upon the security or indemnity provided for therefor to the replacement Note (or the payment) for extent of any fee, expense, loss, damage damage, cost or liability expense incurred by the Issuer or the Indenture Trustee for the replacement Note (or the payment)in connection therewith.

Replacement Notes. (a) If a (i) any mutilated Note is surrendered to the Indenture Trustee Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of a any Note, and (ii) there is delivered to the Issuer will execute and, on Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in place of the Note if the following conditions are met: (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer AFC-II, each Enhancement Provider and the Indenture Trustee harmlessharmless then, (ii) none in the absence of the Issuernotice to AFC-II, the Note Registrar or the Indenture Trustee have received notice that the such Note has been acquired by a protected bona fide purchaser, as defined in Section 8-303 of the UCC and (iii) provided that the requirements of Section 8-405 of the UCC (which generally permit AFC-II to impose reasonable requirements) are met. However, if a AFC-II shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note (Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note) is , shall have become or within seven days shall be due and payable within 15 days or has been called for redemptionpayable, instead of issuing a replacement Note, the Issuer AFC-II may pay the such destroyed, lost or stolen Note when so due or payable or on the Redemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the Note. If proviso to the preceding sentence, a protected bona fide purchaser of the original Note in place lieu of which the such replacement Note was issued (or the payment made) presents for payment the such original Note, the Issuer AFC-II and the Indenture Trustee may shall be entitled to recover the such replacement Note (or the such payment) from the Person to whom it was delivered or a any Person taking the such replacement Note (or the payment) from the such Person to whom the such replacement Note (or the payment) was delivered or an any assignee of that such Person, except a protected bona fide purchaser, and may shall be entitled to recover on upon the security or indemnity provided for therefor to the replacement Note (extent of any loss, damage, cost or expense incurred by AFC-II or the payment) for any fee, expense, loss, damage or liability incurred by the Issuer or the Indenture Trustee for the replacement Note (or the payment)in connection therewith.

Replacement Notes. (a) If a (i) any mutilated Note is surrendered to the Indenture Trustee Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of a any Note, and (ii) there is delivered to the Issuer will execute and, on Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in place of the Note if the following conditions are met: (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer HVF and the Indenture Trustee harmlessharmless then, (ii) none of the Issuer, the Note Registrar or the Indenture Trustee have received notice provided that the Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the requirements of Section 8-405 of the UCC are met. However, if a HVF 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 (Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note) is , shall have become or within seven days shall be due and payable within 15 days or has been called for redemptionpayable, instead of issuing a replacement Note, the Issuer HVF may pay the such destroyed, lost or stolen Note when so due or payable or on the Redemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the Note. If proviso to the preceding sentence, a protected purchaser (within the meaning of Section 8-303 of the UCC) of the original Note in place lieu of which the such replacement Note was issued (or the payment made) presents for payment the such original Note, the Issuer HVF and the Indenture Trustee may shall be entitled to recover the such replacement Note (or the such payment) from the Person to whom it was delivered or a any Person taking the such replacement Note (or the payment) from the such Person to whom the such replacement Note (or the payment) was delivered or an any assignee of that such Person, except a protected purchaser, and may shall be entitled to recover on upon the security or indemnity provided for therefor to the replacement Note (extent of any loss, damage, cost or expense incurred by HVF or the payment) for any fee, expense, loss, damage or liability incurred by the Issuer or the Indenture Trustee for the replacement Note (or the payment)in connection therewith.

Replacement Notes. (a) If a (i) any mutilated Note is surrendered to the Indenture Trustee Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of a any Note, and (ii) there is delivered to the Issuer will execute and, on Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in place of the Note if the following conditions are met: (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none of the Issuer, the Note Registrar or the Indenture Trustee have received notice harmless and provided that the Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the requirements of Section 8-405 of the UCC (which generally permit Issuer to impose reasonable requirements) are met. However, if a the Issuer 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 balance; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note) is , shall have become or within seven days shall be due and payable within 15 days or has shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay the such destroyed, lost or stolen Note when so due or payable or on the Redemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the Note. If proviso to the preceding sentence, a protected purchaser of the original Note in place lieu of which the such replacement Note was issued (or the payment made) presents for payment the such original Note, the Issuer and the Indenture Trustee may shall be entitled to recover the such replacement Note (or the such payment) from the Person to whom it was delivered or a any Person taking the such replacement Note (or the payment) from the such Person to whom the such replacement Note (or the payment) was delivered or an any assignee of that such Person, except a protected purchaser, and may shall be entitled to recover on upon the security or indemnity provided for therefor to the replacement Note (or the payment) for extent of any fee, expense, loss, damage damage, cost or liability expense incurred by the Issuer or the Indenture Trustee for the replacement Note (or the payment)in connection therewith.

Replacement Notes. (a) If a (i) any mutilated Indenture Note is surrendered to the Indenture Trustee Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of a any Indenture Note, and (ii) there is delivered to the Issuer will execute and, on Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in place of the Note if the following conditions are met: (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer HVF and the Indenture Trustee harmlessharmless then, (ii) none of the Issuer, the Note Registrar or the Indenture Trustee have received notice provided that the Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the requirements of Section 8-405 of the UCC are met, HVF 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 Indenture Note, a replacement Indenture Note; provided, however, that if any such destroyed, lost or stolen Indenture Note, but not a mutilated Indenture Note, shall have become or within seven days shall be due and payable, instead of issuing a replacement Indenture Note, HVF may pay such destroyed, lost or stolen Indenture Note when so due or payable without surrender thereof. HoweverIf, if after the delivery of such replacement Indenture Note or payment of a destroyed, lost or stolen Indenture Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemptionpursuant to the proviso to the preceding sentence, instead of issuing a replacement Note, the Issuer may pay the destroyed, lost or stolen Note when so due or payable or on the Redemption Date without surrender of the Note. If a protected purchaser (within the meaning of Section 8-303 of the UCC) of the original Indenture Note in place lieu of which the such replacement Indenture Note was issued (or the payment made) presents for payment the such original Indenture Note, the Issuer HVF and the Trustee shall be entitled to recover such replacement Indenture Trustee may recover the replacement Note (or the such payment) from the Person to whom it was delivered or a any Person taking the such replacement Indenture Note (or the payment) from the such Person to whom the such replacement Indenture Note (or the payment) was delivered or an any assignee of that such Person, except a protected purchaser, and may shall be entitled to recover on upon the security or indemnity provided for therefor to the replacement Note (extent of any loss, damage, cost or expense incurred by HVF or the payment) for any fee, expense, loss, damage or liability incurred by the Issuer or the Indenture Trustee for the replacement Note (or the payment)in connection therewith.

Replacement Notes. (a) If a (i) any mutilated Indenture Note is surrendered to the Indenture Trustee Trustee, or the Indenture Trustee receives evidence to its reasonable satisfaction of the destruction, loss or theft of a any Indenture Note, and (ii) there is delivered to the Issuer will execute and, on Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in place of the Note if the following conditions are met: (i) the Indenture Trustee receives such security or indemnity as may be reasonably required by it to hold the Issuer ZVF and the Indenture Trustee harmlessharmless then, (ii) none of the Issuer, the Note Registrar or the Indenture Trustee have received notice provided that the Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the requirements of Section 8-405 of the UCC are met. However, if a ZVF 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 (Indenture Note, a replacement Indenture Note; provided, however, that if any such destroyed, lost or stolen Indenture Note, but not a mutilated Indenture Note) is , shall have become or within seven days shall be due and payable within 15 days in full or has shall have been called for redemption, instead of issuing a replacement Indenture Note, the Issuer ZVF may pay the such destroyed, lost or stolen Indenture Note when so due or payable or on the Redemption Date without surrender thereof. If, after the delivery of such replacement Indenture Note or payment of a destroyed, lost or stolen Indenture Note pursuant to the Note. If proviso to the preceding sentence, a protected purchaser (within the meaning of Section 8-303 of the UCC) of the original Indenture Note in place lieu of which the such replacement Indenture Note was issued (or the payment made) presents for payment the such original Indenture Note, the Issuer ZVF and the Trustee shall be entitled to recover such replacement Indenture Trustee may recover the replacement Note (or the such payment) from the Person to whom it was delivered or a any Person taking the such replacement Indenture Note (or the payment) from the such Person to whom the such replacement Indenture Note (or the payment) was delivered or an any assignee of that such Person, except a protected purchaser, and may shall be entitled to recover on upon the security or indemnity provided for therefor to the replacement Note (extent of any loss, damage, cost or expense incurred by ZVF or the payment) for any fee, expense, loss, damage or liability incurred by the Issuer or the Indenture Trustee for the replacement Note (or the payment)in connection therewith.

Replacement Notes. (a) If a (i) any mutilated Note is surrendered to the Indenture Trustee Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of a any Note, and (ii) there is delivered to the Issuer will execute and, on Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in place of the Note if the following conditions are met: (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer HVF II and the Indenture Trustee harmlessharmless then, (ii) none of the Issuer, the Note Registrar or the Indenture Trustee have received notice provided that the Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the requirements of Section 8-405 of the UCC are met. However, if a HVF II shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note (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) is days shall be due and payable within 15 days or has been called for redemptionpayable, instead of issuing a replacement Note, the Issuer HVF II may pay the such destroyed, lost or stolen Note when so due or payable or on the Redemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the Note. If proviso to the preceding sentence, a protected purchaser (within the meaning of Section 8-303 of the UCC) of the original Note in place lieu of which the such replacement Note was issued (or the payment made) presents for payment the such original Note, the Issuer HVF II and the Indenture Trustee may shall be entitled to recover the such replacement Note (or the such payment) from the Person to whom it was delivered or a any Person taking the such replacement Note (or the payment) from the such Person to whom the such replacement Note (or the payment) was delivered or an any assignee of that such Person, except a protected purchaser, and may shall be entitled to recover on upon the security or indemnity provided for therefor to the replacement Note (extent of any loss, damage, cost or expense incurred by HVF II or the payment) for any fee, expense, loss, damage or liability incurred by the Issuer or the Indenture Trustee for the replacement Note (or the payment)in connection therewith.

Replacement Notes. (a) If a (i) any mutilated Note is surrendered to the Indenture Trustee Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of a any Note, and (ii) there is delivered to the Issuer will execute and, on Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in place of the Note if the following conditions are met: (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer CPF and the Indenture Trustee harmlessharmless then, (ii) none of the Issuer, the Note Registrar or the Indenture Trustee have received notice provided that the Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the requirements of Section 8-405 of the UCC are met. Howevermet (which generally permit CPF to impose reasonable requirements), if a CPF 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 (Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note) is , shall have become or within seven days shall be due and payable within 15 days or has been called for redemptionpayable, instead of issuing a replacement Note, the Issuer CPF may pay the such destroyed, lost or stolen Note when so due or payable or on the Redemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the Note. If proviso to the preceding sentence, a protected purchaser (within the meaning of Section 8-303 of the UCC) of the original Note in place lieu of which the such replacement Note was issued (or the payment made) presents for payment the such original Note, the Issuer CPF and the Indenture Trustee may shall be entitled to recover the such replacement Note (or the such payment) from the Person to whom it was delivered or a any Person taking the such replacement Note (or the payment) from the such Person to whom the such replacement Note (or the payment) was delivered or an any assignee of that such Person, except a protected purchaser, and may shall be entitled to recover on upon the security or indemnity provided for therefor to the replacement Note (extent of any loss, damage, cost or expense incurred by CPF or the payment) for any fee, expense, loss, damage or liability incurred by the Issuer or the Indenture Trustee for the replacement Note (or the payment)in connection therewith.

Replacement Notes. (a) If a (i) any mutilated Note is surrendered to the Indenture Trustee Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of a any Note, the Issuer will execute and, on Issuer Request, and (ii) there is delivered to the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in place of the Note if the following conditions are met: (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none of the Issuer, the Note Registrar or the Indenture Trustee have received notice harmless and provided that the Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the requirements of Section 8-405 of the UCC (which generally permit the Issuer to impose reasonable requirements) are met. However, if a the Issuer shall execute and upon its request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note (Note, a replacement Note; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note) is , shall have become or within seven days shall be due and payable within 15 days or has been called for redemptionpayable, instead of issuing a replacement Note, the Issuer may pay the such destroyed, lost or stolen Note when so due or payable or on the Redemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the Note. If proviso to the preceding sentence, a protected purchaser for value of the original Note in place lieu of which the such replacement Note was issued (or the payment made) presents for payment the such original Note, the Issuer and the Indenture Trustee may shall be entitled to recover the such replacement Note (or the such payment) from the Person to whom it was delivered or a any Person taking the such replacement Note (or the payment) from the such Person to whom the such replacement Note (or the payment) was delivered or an any assignee of that such Person, except a protected purchaserpurchaser for value, and may shall be entitled to recover on upon the security or indemnity provided for therefor to the replacement Note (or the payment) for extent of any fee, expense, loss, damage damage, cost or liability expense incurred by the Issuer or the Indenture Trustee for the replacement Note (or the payment)in connection therewith.

Replacement Notes. (a) If a (i) any mutilated Note is surrendered to the Indenture Trustee Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of a any Note, and (ii) there is delivered to the Issuer will execute and, on Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in place of the Note if the following conditions are met: (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer HVF III and the Indenture Trustee harmlessharmless then, (ii) none of the Issuer, the Note Registrar or the Indenture Trustee have received notice provided that the Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the requirements of Section 8-405 of the UCC are met. However, if a HVF III 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 (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) is days shall be due and payable within 15 days or has been called for redemptionpayable, instead of issuing a replacement Note, the Issuer HVF III may pay the such destroyed, lost or stolen Note when so due or payable or on the Redemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the Note. If proviso to the preceding sentence, a protected purchaser (within the meaning of Section 8-303 of the UCC) of the original Note in place lieu of which the such replacement Note was issued (or the payment made) presents for payment the such original Note, the Issuer HVF III and the Indenture Trustee may shall be entitled to recover the such replacement Note (or the such payment) from the Person to whom it was delivered or a any Person taking the such replacement Note (or the payment) from the such Person to whom the such replacement Note (or the payment) was delivered or an any assignee of that such Person, except a protected purchaser, and may shall be entitled to recover on upon the security or indemnity provided for therefor to the replacement Note (extent of any loss, damage, cost or expense incurred by HVF III or the payment) for any fee, expense, loss, damage or liability incurred by the Issuer or the Indenture Trustee for the replacement Note (or the payment)in connection therewith.

Replacement Notes. If a mutilated Definitive Registered Note is surrendered to the Indenture Registrar or if the Holder claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Note in such form as the Note mutilated, lost, destroyed or wrongfully taken if the Indenture Trustee receives evidence Holder satisfies the requirements of the Trustee and the Issuer, including reasonable evidence acceptable to them of the ownership and destruction, loss or theft of a such Note. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the Issuer will execute and, on Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note judgment of the same Class and principal amount in exchange for or in place of the Note if the following conditions are met: (i) the Indenture Trustee receives security or indemnity to hold the Issuer and the Indenture Trustee harmless, (ii) none of to protect the Issuer, the Trustee, the Paying Agent, the Transfer Agent, the Registrar and any co-Registrar, and any authenticating agent from any loss that any of them may suffer if a Note Registrar or is replaced. The Issuer and the Indenture Trustee have received notice that may charge the Holder for their expenses in replacing a Note. Every replacement Note has been acquired by a protected purchaser, as defined in Section 8-303 shall be an additional obligation of the UCC and (iii) the requirements Issuer. If, after delivery of Section 8-405 of the UCC are met. However, if a destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemption, instead of issuing a such replacement Note, the Issuer may pay the destroyed, lost or stolen Note when so due or payable or on the Redemption Date without surrender of the Note. If a protected bona fide purchaser of the original Note in place lieu of which the such replacement Note was issued (or the payment made) presents for payment the or registration such original Note, the Issuer and the Indenture Trustee may shall be entitled to recover the such replacement Note (or the payment) from the Person to whom it was delivered or a any Person taking the replacement Note (or the payment) from the Person to whom the replacement Note (or the payment) was delivered or an assignee of that Persontherefrom, except a protected bona fide purchaser, and may the Issuer and/or the Trustee shall be entitled to recover on upon the security or indemnity provided for therefore to the replacement Note (or the payment) for extent of any fee, expense, loss, damage damage, cost or liability expense incurred by the Issuer Issuer, any Guarantor, the Trustee or the Indenture Trustee for the replacement Note (any Paying Agent, Transfer Agent, Registrar or the payment)co-Registrar.

Replacement Notes. If a mutilated Note is surrendered to a Paying Agent, the Indenture Trustee Registrar or the Indenture 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 receives shall authenticate a replacement Note in such form as the Notes mutilated, lost, destroyed or wrongfully taken if, in the case of a lost, destroyed or wrongfully taken Note, the Holder of such Note furnishes to the Issuer, the Paying Agent, the Registrar and/or the Trustee, as applicable, evidence reasonably acceptable to them of the ownership and the destruction, loss or theft of a such Note, the Issuer will execute and, on Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in place of the Note if the following conditions are met: (i) the Indenture Trustee receives security or indemnity to hold the Issuer and the Indenture Trustee harmless, (ii) none of . If required by the Issuer, the Note Paying Agent, the Registrar or the Indenture Trustee, an indemnity bond shall be posted, sufficient in the judgment of each to protect the Issuer, the Paying Agent, the Registrar and the Trustee have received notice from any loss that any of them may suffer if such Note is replaced. The Issuer may charge such Holder for the Issuer's exceptional out-of-pocket expenses in replacing such Note, and the Paying Agent, the Registrar and the Trustee may charge the Issuer for their expenses in replacing such Note. Every replacement Note has been acquired by a protected purchaser, as defined in Section 8-303 shall constitute an additional obligation of the UCC and (iii) Issuer. If, after the requirements delivery of Section 8-405 of the UCC are met. However, if a destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemption, instead of issuing a such replacement Note, the Issuer may pay the destroyed, lost or stolen Note when so due or payable or on the Redemption Date without surrender of the Note. If a protected bona fide purchaser of the original Note in place lieu of which the such replacement Note was issued (or the payment made) presents for payment the or registration such original Note, the Issuer and the Indenture Trustee may shall be entitled to recover the such replacement Note (or the payment) from the Person to whom it was delivered or a any Person taking the replacement Note (or the payment) from the Person to whom the replacement Note (or the payment) was delivered or an assignee of that Persontherefrom, except a protected bona fide purchaser, and may shall be entitled to recover on upon the security or indemnity provided for therefore to the replacement Note (or the payment) for extent of any fee, expense, loss, damage damage, cost or liability expense incurred by the Issuer or Issuer, the Indenture Trustee for the replacement Note (or the payment)Trustee, any Agent and any authenticating agent in connection therewith.

Replacement Notes. (a) If a (i) any mutilated Note is surrendered to the Indenture Trustee Trustee, or the Indenture Trustee receives evidence to its reasonable satisfaction of the destruction, loss or theft of a any Note, and (ii) there is delivered to the Issuer will execute and, on Issuer Request, Co-Issuers and the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in place of the Note if the following conditions are met: (i) the Indenture Trustee receives such security or indemnity as may be required by them to hold the Issuer Co-Issuers and the Indenture Trustee harmless, (ii) none of the Issuerthen, the Note Registrar or the Indenture Trustee have received notice provided that the Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the requirements of Section 2.8(f) and Section 8-405 of the New York UCC are met. However, if a the Co-Issuers shall (other than with respect to Uncertificated Notes) 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 (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) is days shall be, due and payable within 15 days or has been called for redemptionpayable, instead of issuing a replacement Note, the Issuer Co-Issuers may pay the such destroyed, lost or stolen Note when so due or payable or on the Redemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the Note. If preceding sentence, a protected purchaser (within the meaning of Section 8-303 of the New York UCC) of the original Note in place lieu of which the such replacement Note was issued (or the payment made) presents for payment the such original Note, the Issuer Co-Issuers and the Indenture Trustee may shall be entitled to recover the such replacement Note (or the such payment) from the Person to whom it was delivered or a any Person taking the such replacement Note (or the payment) from the such Person to whom the such replacement Note (or the payment) was delivered or an any assignee of that such Person, except a protected purchaser, and may shall be entitled to recover on upon the security or indemnity provided for therefor to the replacement Note (or the payment) for extent of any fee, expense, loss, damage damage, cost or liability expense incurred by the Issuer Co-Issuers or the Indenture Trustee for the replacement Note (or the payment)in connection therewith.

Replacement Notes. If a mutilated Note is surrendered to the Indenture Trustee or the Indenture Trustee receives evidence of the destruction, loss or theft of a Note, the Issuer will execute and, on Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in place of the Note if the following conditions are met: (i) the Indenture Trustee receives security or indemnity to hold the Issuer and the Indenture Trustee harmless, (ii) none of the Issuer, the Note Registrar or the Indenture Trustee have received notice that the Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the requirements of Section 8-405 of the UCC are met. However, if a destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemption, instead of issuing a replacement Note, the Issuer may pay the destroyed, lost or stolen Note when so due or payable or on the Redemption Date without surrender of the Note. If a protected purchaser of the original Note in place of which the replacement Note was issued (or the payment made) presents for payment the original Note, the Issuer and the Indenture Trustee may will be entitled to recover the replacement Note (or the payment) from the Person to whom it was delivered or a Person taking the replacement Note (or the payment) from the Person to whom the replacement Note (or the payment) was delivered or an assignee of that Person, except a protected purchaser, and may will be entitled to recover on the security or indemnity provided for the replacement Note (or the payment) for any feeeach cost, expense, loss, damage damage, claim or liability incurred by the Issuer or the Indenture Trustee for the replacement Note (or the payment).

Replacement Notes. (a) If a (i) any mutilated Note is surrendered to the Indenture Trustee Trustee, or the Indenture Trustee receives evidence to its reasonable satisfaction of the destruction, loss or theft of a Note, any Note and (ii) there is delivered to the Issuer will execute and, on Issuer Request, Co-Issuers and the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in place of the Note if the following conditions are met: (i) the Indenture Trustee receives such security or indemnity as may be required by them to hold the Issuer Co-Issuers and the Indenture Trustee harmlessharmless then, (ii) none of the Issuer, the Note Registrar or the Indenture Trustee have received notice provided that the Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the requirements of Section 2.8(f) and Section 8-405 of the New York UCC are met. However, if a the Co-Issuers shall execute and upon their 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 (Note, a replacement Note; provided that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become, or within seven (7) is days shall be, due and payable within 15 days or has been called for redemptionpayable, instead of issuing a replacement Note, the Issuer Co-Issuers may pay the such destroyed, lost or stolen Note when so due or payable or on the Redemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the Note. If preceding sentence, a protected purchaser (within the meaning of Section 8-303 of the New York UCC) of the original Note in place lieu of which the such replacement Note was issued (or the payment made) presents for payment the such original Note, the Issuer Co-Issuers and the Indenture Trustee may shall be entitled to recover the such replacement Note (or the such payment) from the Person to whom it was delivered or a any Person taking the such replacement Note (or the payment) from the such Person to whom the such replacement Note (or the payment) was delivered or an any assignee of that such Person, except a protected purchaserProtected Purchaser, and may shall be entitled to recover on upon the security or indemnity provided for therefor to the replacement Note (or the payment) for extent of any fee, expense, loss, damage damage, cost or liability expense incurred by the Issuer Co-Issuers or the Indenture Trustee for the replacement Note (or the payment)in connection therewith.

Replacement Notes. (a) If a (i) any mutilated Note is surrendered to the Indenture Trustee Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of a Note, any Note and (ii) there is delivered to the Master Issuer will execute and, on Issuer Request, and the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in place of the Note if the following conditions are met: (i) the Indenture Trustee receives such security or indemnity as may be required by them to hold the Master Issuer and the Indenture Trustee harmlessharmless then, (ii) none of the Issuer, the Note Registrar or the Indenture Trustee have received notice provided that the Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the requirements of Section 2.8(f) and Section 8-405 of the New York UCC are met. However, if a the Master Issuer shall (other than with respect to Uncertificated Notes) 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 (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) is days shall be, due and payable within 15 days or has been called for redemptionpayable, instead of issuing a replacement Note, the Master Issuer may pay the such destroyed, lost or stolen Note when so due or payable or on the Redemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the Note. If preceding sentence, a protected purchaser (within the meaning of Section 8-303 of the New York UCC) of the original Note in place lieu of which the such replacement Note was issued (or the payment made) presents for payment the such original Note, the Master Issuer and the Indenture Trustee may shall be entitled to recover the such replacement Note (or the such payment) from the Person to whom it was delivered or a any Person taking the such replacement Note (or the payment) from the such Person to whom the such replacement Note (or the payment) was delivered or an any assignee of that such Person, except a protected purchaser, and may shall be entitled to recover on upon the security or indemnity provided for therefor to the replacement Note (or the payment) for extent of any fee, expense, loss, damage damage, cost or liability expense incurred by the Master Issuer or the Indenture Trustee for the replacement Note (or the payment)in connection therewith.

Replacement Notes. If a mutilated Definitive Registered Note is surrendered to the Indenture Registrar or if the Holder claims that the Note has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Note in such form as the Note mutilated, lost, destroyed or wrongfully taken if the Indenture Trustee receives evidence Holder satisfies the requirements of the Trustee and the Issuer, including evidence satisfactory to them of the ownership and destruction, loss or theft of a such Note. If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the Issuer will execute and, on Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note judgment of the same Class and principal amount in exchange for or in place of the Note if the following conditions are met: (i) the Indenture Trustee receives security or indemnity to hold the Issuer and the Indenture Trustee harmless, (ii) none of to protect the Issuer, the Trustee, any Paying Agent, the Transfer Agent, the Registrar and any co-Registrar, and any authenticating agent from any loss that any of them may suffer if a Note Registrar or is replaced. The Issuer and the Indenture Trustee have received notice that may charge the Holder for their expenses in replacing a Note. Every replacement Note has been acquired by a protected purchaser, as defined in Section 8-303 shall be an additional obligation of the UCC and (iii) the requirements Issuer. If, after delivery of Section 8-405 of the UCC are met. However, if a destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemption, instead of issuing a such replacement Note, the Issuer may pay the destroyed, lost or stolen Note when so due or payable or on the Redemption Date without surrender of the Note. If a protected bona fide purchaser of the original Note in place lieu of which the such replacement Note was issued (or the payment made) presents for payment the or registration such original Note, the Issuer and the Indenture Trustee may shall be entitled to recover the such replacement Note (or the payment) from the Person to whom it was delivered or a any Person taking the replacement Note (or the payment) from the Person to whom the replacement Note (or the payment) was delivered or an assignee of that Persontherefrom, except a protected bona fide purchaser, and may the Issuer and/or the Trustee shall be entitled to recover on upon the security or indemnity provided for therefore to the replacement Note (or the payment) for extent of any fee, expense, loss, damage damage, cost or liability expense incurred by the Issuer Issuer, any Guarantor, the Trustee or the Indenture Trustee for the replacement Note (any Paying Agent, Transfer Agent, Registrar or the payment)co-Registrar.

Replacement Notes. (a) If a (i) any mutilated HVIF Note is surrendered to the Indenture Trustee Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of a any HVIF Note, and (ii) there is delivered to the Issuer will execute and, on Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in place of the Note if the following conditions are met: (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer HVIF and the Indenture Trustee harmlessharmless then, (ii) none of the Issuer, the Note Registrar or the Indenture Trustee have received notice provided that the Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the requirements of Section 8-405 of the UCC are met, HVIF shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen HVIF Note, a replacement HVIF Note; provided, however, that if any such destroyed, lost or stolen HVIF Note, but not a mutilated HVIF Note, shall have become or within seven (7) days shall be due and payable, instead of issuing a replacement HVIF Note, HVIF may pay such destroyed, lost or stolen HVIF Note when so due or payable without surrender thereof. HoweverIf, if after the delivery of such replacement HVIF Note or payment of a destroyed, lost or stolen HVIF Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemptionpursuant to the proviso to the preceding sentence, instead of issuing a replacement Note, the Issuer may pay the destroyed, lost or stolen Note when so due or payable or on the Redemption Date without surrender of the Note. If a protected purchaser (within the meaning of Section 8-303 of the UCC) of the original HVIF Note in place lieu of which the such replacement HVIF Note was issued (or the payment made) presents for payment the such original HVIF Note, the Issuer HVIF and the Indenture Trustee may shall be entitled to recover the such replacement HVIF Note (or the such payment) from the Person to whom it was delivered or a any Person taking the such replacement HVIF Note (or the payment) from the such Person to whom the such replacement HVIF Note (or the payment) was delivered or an any assignee of that such Person, except a protected purchaser, and may shall be entitled to recover on upon the security or indemnity provided for therefor to the replacement Note (extent of any loss, damage, cost or expense incurred by HVIF or the payment) for any fee, expense, loss, damage or liability incurred by the Issuer or the Indenture Trustee for the replacement Note (or the payment)in connection therewith.

Replacement Notes. (a) If a (i) any mutilated Note is surrendered to the Indenture Trustee Trustee, or the Indenture Trustee receives evidence to its reasonable satisfaction of the destruction, loss or theft of a Note, any Note and (ii) there is delivered to the Issuer will execute and, on Issuer Request, Co-Issuers and the Indenture Trustee will authenticate and deliver a replacement Note of the same Class and principal amount in exchange for or in place of the Note if the following conditions are met: (i) the Indenture Trustee receives such security or indemnity as may be required by them to hold the Issuer Co-Issuers and the Indenture Trustee harmlessharmless then, (ii) none of the Issuer, the Note Registrar or the Indenture Trustee have received notice provided that the Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the requirements of Section 2.8(f) and Section 8-405 of the New York UCC are met. However, if a the Co-Issuers shall execute and upon their 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 (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) is days shall be, due and payable within 15 days or has been called for redemptionpayable, instead of issuing a replacement Note, the Issuer Co-Issuers may pay the such destroyed, lost or stolen Note when so due or payable or on the Redemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the Note. If preceding sentence, a protected purchaser (within the meaning of Section 8-303 of the New York UCC) of the original Note in place lieu of which the such replacement Note was issued (or the payment made) presents for payment the such original Note, the Issuer Co-Issuers and the Indenture Trustee may shall be entitled to recover the such replacement Note (or the such payment) from the Person to whom it was delivered or a any Person taking the such replacement Note (or the payment) from the such Person to whom the such replacement Note (or the payment) was delivered or an any assignee of that such Person, except a protected purchaserProtected Purchaser, and may shall be entitled to recover on upon the security or indemnity provided for therefor to the replacement Note (or the payment) for extent of any fee, expense, loss, damage damage, cost or liability expense incurred by the Issuer Co-Issuers or the Indenture Trustee for the replacement Note (or the payment)in connection therewith.