Common use of Replacement Securities Clause in Contracts

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the Issuer, the Trustee, a Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the Issuer. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuers, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee or (ii) the Issuer Issuers, to protect the IssuerIssuers, the Trustee, a Paying Agent and the Registrar Registrar, from any loss that any of them may suffer if a Security is replaced. The Issuer Issuers and the Trustee may charge the Holder for their expenses in replacing a Security (including including, without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerIssuers. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this 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 Securities.

Replacement Securities. If a defaced or mutilated Security is surrendered to the Registrar Trustee or if the a Holder of a Security claims that the its Security has been lost, destroyed or wrongfully takentaken and presents to the Trustee, the Issuer Company, the Guarantor and any Agent evidence to their satisfaction of the loss, destruction or wrongful taking of such Security, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC are metsame tenor and principal amount, such that having a Guarantee executed by the Holder (a) satisfies the Issuer or the Trustee within Guarantor endorsed thereon, 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trusteecontemporaneously outstanding. Such Holder shall furnish an An indemnity bond must be furnished that is sufficient in the judgment of the Trustee or Trustee, the Issuer Company and the Guarantor to protect the IssuerTrustee, the TrusteeCompany, a Paying the Guarantor and any Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company may charge such Holder for its expenses and the expenses of the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, limitation attorneys’ fees and disbursements expenses) in replacing such a Security). In the event case any such mutilated, defaced, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company and the Guarantor in its their discretion may pay such Security instead of issuing a new Security (with the Guarantee endorsed thereon) in replacement thereof. Every replacement Security (including the Guarantee endorsed thereon) is an additional obligation of the IssuerCompany and the Guarantor and shall be entitled to the benefits of this Indenture equally and proportionately with any and all other Securities and the Guarantee endorsed thereon duly authenticated and delivered hereunder. The To the extent permitted by law, the foregoing provisions of this 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, lostdestroyed, destroyed lost or wrongfully taken Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a the Paying Agent and Agent, the Registrar and any co-registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation Obligation of the IssuerCompany. The provisions of this Section 2.08 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar Trustee or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate and deliver a replacement Security of the same Series if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that met and the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Issuer and the Trustee or the Issuer to protect the Issuer, the Trustee, a Paying Trustee or any Agent and the Registrar from any loss that which any of them may suffer if a Security is replaced. The Issuer and the Trustee may each charge the such Holder for their its reasonable out-of-pocket expenses in replacing a Security (pursuant to this Section 2.08, including without limitation, attorneys’ reasonable fees and disbursements expenses of counsel and of the Trustee. Every replacement Security of any Series issued pursuant to this Section in replacing such Security)lieu of any lost, destroyed or wrongfully taken Security shall constitute an original additional contractual obligation of the Issuer, whether or not the lost, destroyed or wrongfully taken Security 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 Securities of that Series duly issued hereunder. In the event case any such mutilated, lostdestroyed, destroyed lost or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security may, instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerSecurity, pay such Security. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such Holder shall must furnish an indemnity bond that is sufficient in the judgment of the Trustee or and the Issuer Company to protect the IssuerCompany, the Trustee, a Paying any Agent and the Registrar or any authenticating agent from any loss that which any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security. If, after the delivery of such replacement Security, a protected purchaser of the original Security (including without limitationin lieu of which such replacement Security was issued presents for payment or registration such original Security, attorneys’ fees the Trustee shall be entitled to recover such replacement Security from the Person to whom it was delivered or any Person taking therefrom, except a protected purchaser, and disbursements 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 or the Company in replacing such Security)connection therewith. Every replacement Security is a contractual obligation of the Company. In the event case any such mutilated, lostdestroyed, destroyed lost or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security may, instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerSecurity, pay such Security. The provisions of this 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, lostdestroyed, destroyed lost or wrongfully taken Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer Company to protect the IssuerCompany, the Trustee, a Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and and, upon a written order of each Issuer signed by one Officer, the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuers, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the Issuer, the Trustee, a Paying Agent and the Registrar Registrar, and sufficient in the judgment of the Issuers to protect the Issuers, from any loss that any of them may suffer if a Security is replaced. The Issuer Issuers and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuers, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerIssuers, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Issuers and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerIssuers. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee Trustee, upon the Company’s written instruction, shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that met and the Holder (a) satisfies the Issuer or Company 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 Company and the Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC (a “protected purchaser”) Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company, the REIT, the Guarantors and the Trustee. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer Company to protect the IssuerCompany, the REIT, the Guarantors, the Trustee, a the Paying Agent and Agent, the Registrar and any co-registrar and in the judgment of the Trustee to protect the Trustee, the Paying Agent, the Registrar and any of the Trustee’s agents from any loss that which any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, limitation attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation Obligation of the IssuerCompany. The provisions of this Section 2.08 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (ai) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (ciii) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this 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 Securities.

Replacement Securities. If a any mutilated Security is surrendered to the Registrar Trustee or if the Holder Issuer or the Trustee receives evidence to its satisfaction of a Security claims that the Security has been lostdestruction, destroyed loss or wrongfully takentheft of any Security, the Issuer shall issue and the Trustee Trustee, upon receipt of a Company Order, shall authenticate a replacement Security if the Trustee’s requirements of Section 8-405 of the New York UCC are met, such that . If required by the Holder (a) satisfies the Issuer Trustee or the Trustee within a reasonable time after such Holder has notice of such lossIssuer, 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such Holder shall furnish an indemnity bond in such an amount and on such terms as deemed by the Issuer must be supplied by the Holder that is sufficient in the judgment of the Trustee or and the Issuer to protect the Issuer, the Trustee, a Paying any Agent and the Registrar any authenticating agent from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including without including, with limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lostdestroyed, destroyed lost or wrongfully taken stolen Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security 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 Securities duly issued hereunder. The provisions of this Section 2.08 2.10 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lostdestroyed, destroyed lost or wrongfully taken stolen Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee or (ii) the Issuer Company, to protect the IssuerCompany, the Trustee, a Paying Agent and the Registrar Registrar, from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including including, without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Trustee shall authenticate a replacement Security if the Trustee's requirements of Section 8-405 of the New York UCC therefor are met, such that the Holder (ai) satisfies provides evidence to the Issuer satisfaction of the 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, (bii) makes such a request to the Issuer Issuers or the Trustee prior to the Security being acquired by a protected bona fide purchaser as defined in Section 8-303 of the New York UCC (a “protected purchaser”) and (ciii) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuers, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerIssuers, the Trustee, a the Paying Agent and Agent, the Registrar and any co-registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Issuers and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerIssuers. The provisions of this Section 2.08 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 Securities.

Replacement Securities. If a mutilated Security is ---------------------- surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (ai) satisfies the Issuer or Company 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, (bii) makes such request to the Issuer Company or the Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (ciii) satisfies any other reasonable requirements of the Trustee. Such If required by the Company or the Trustee, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this Section 2.08 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuer and the Trustee. Such If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or to protect the Trustee, the Paying Agent and the Registrar (if the Registrar also serves as the Paying Agent) and of the Issuer to protect the Issuer, each Guarantor, the Trustee, a Paying Agent and the Registrar (if the Trustee is not serving in the role of Paying Agent or Registrar, as the case may be) from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerIssuer and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Securities duly issued hereunder. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer Company to protect the IssuerIssuers, each Guarantor, the Trustee, a Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuer and the Trustee. Such If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or to protect the Trustee, the Paying Agent and the Registrar (if the Registrar also serves as the Paying Agent) and of the Issuer to protect the Issuer, each Guarantor, the Trustee, a Paying Agent and the Registrar (if the Trustee is not serving in the role of Paying Agent or Registrar, as the case may be) from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every Upon its due issuance, every replacement Security is will be an additional obligation of the IssuerIssuer evidencing the same debt, and entitled to the same benefits under this Indenture as the Security surrendered therefor or replaced thereby. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the Trustee’s requirements of Section 8-405 of the New York UCC are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such Holder shall must furnish an indemnity bond that is sufficient in the judgment of the Trustee or and the Issuer Company to protect the IssuerCompany, the Trustee, a Paying any Agent and the Registrar or any authenticating agent from any loss that which any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security. If, after the delivery of such replacement Security, a protected purchaser of the original Security (including without limitationin lieu of which such replacement Security was issued presents for payment or registration such original Security, attorneys’ fees the Trustee shall be entitled to recover such replacement Security from the Person to whom it was delivered or any Person taking therefrom, except a protected purchaser, and disbursements 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 or the Company in replacing such Security)connection therewith. Every replacement Security is a contractual obligation of the Company. In the event case any such mutilated, lostdestroyed, destroyed lost or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security may, instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerSecurity, pay such Security. The provisions of this 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, lostdestroyed, destroyed lost or wrongfully taken Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and and, upon a written order of each issuer signed by an Officer, the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuers, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerIssuers, the Trustee, a Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Issuers and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee or (ii) the Issuer to protect the Issuer, the Trustee, a Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the Issuer. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder Securityholder (a) satisfies the Issuer Company or the Trustee within a reasonable time after such Holder Securityholder 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Company, such Holder shall must furnish an indemnity bond that is sufficient in the judgment of the Trustee or and the Issuer Company to protect the IssuerCompany, the Trustee, a Paying any Agent and the Registrar or any authenticating agent from any loss that which any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security. If, after the delivery of such replacement Security, a bona fide purchaser of the original Security (including without limitationin lieu of which such replacement Security was issued presents for payment or registration such original Security, attorneys’ fees the Trustee shall be entitled to recover such replacement Security from the Person to whom it was delivered or any Person taking therefrom, except a bona fide purchaser, and disbursements 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 or the Company in replacing such Security)connection therewith. Every replacement Security is a contractual obligation of the Company. In the event case any such mutilated, lostdestroyed, destroyed lost or wrongfully taken stolen Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security may, instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerSecurity, pay such Security. The provisions of this 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, lostdestroyed, destroyed lost or wrongfully taken stolen Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuer, such Holder shall furnish provide an indemnity bond or security sufficient in the judgment of the Trustee or the Issuer to protect the Issuer, the Trustee, a the Paying Agent Agents, the Transfer Agents and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Issuer, the Registrar and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the Issuer. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including including, without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (ai) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (ciii) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) satisfies 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 gives such request notice prior to the Issuer Company or the Trustee prior to having notice that the Security being has been acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate (upon receipt of an Authentication Order) a replacement Security if the requirements of Section 8-405 8405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 8303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee or (ii) the Issuer Issuer, to protect the Issuer, the Trustee, a Paying Agent and the Registrar Registrar, from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their the Issuer’s or Trustee’s expenses in replacing a Security (including including, without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the Issuer. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (c) satisfies any other reasonable requirements of the Trustee. Such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the a Security has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) satisfies the Issuer Issuers or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking taking, and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to requests the Issuer Issuers or the Trustee to issue a new replacement Security, prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuers, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerIssuers, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Issuers and the Trustee may charge the Holder for their the expenses they incur in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerIssuers. The provisions of this Section 2.08 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 Securities.

Replacement Securities. If a mutilated Security or Definitive Registered Certificate of any series is surrendered to the Registrar or if the Holder of a Security of any series claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security or Definitive Registered Certificate of the same series, as applicable, if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security or Definitive Registered Certificate, as applicable, being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the Issuer, the Trustee, a the relevant Paying Agent and the Registrar from any loss that any of them may suffer if a Security or Definitive Registered Certificate is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (or Definitive Registered Certificate, including without limitation, attorneys’ fees and disbursements expenses of counsel and for any tax that may be imposed in replacing such Security)Security or Definitive Registered Certificate, as applicable. In the event any such that a Global Security or Definitive Registered Certificate is mutilated, lost, destroyed or wrongfully taken and such Global Security or the Definitive Registered Security evidenced thereby, as applicable, has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security or Definitive Registered Certificate, as applicable, in replacement thereof. Every replacement Security is an additional obligation of the Issuer. The provisions of this 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 SecuritiesSecurities or Definitive Registered Certificates.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall shall, upon receipt of a Written Order, authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the Issuer, the Trustee, a Paying Agent paying agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ ' fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the Issuer. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 8‑405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 8‑303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuer and the Trustee. Such If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or to protect the Trustee, the Paying Agent and the Registrar (if the Registrar also serves as the Paying Agent) and of the Issuer to protect the Issuer, each Guarantor, the Trustee, a Paying Agent and the Registrar (if the Trustee is not serving in the role of Paying Agent or Registrar, as the case may be) from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every Upon its due issuance, every replacement Security is will be an additional obligation of the IssuerIssuer evidencing the same debt, and entitled to the same benefits under this Indenture, as the Security surrendered therefor or replaced thereby. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuers, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerIssuers, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Issuers and the Trustee may charge the Holder for their expenses in replacing a Security (including including, without limitation, attorneys’ ' fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerIssuers. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (ai) 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 Security being acquired by a protected bona fide purchaser as defined in Section 8-303 of the New York UCC (a “protected purchaser”) and (ciii) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a the Paying Agent and Agent, the Registrar and any co-registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this Section 2.08 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall shall, upon receipt of a Written Order, authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the Issuer, the Trustee, a Paying Agent paying agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the Issuer. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (ai) satisfies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking taking, and the Registrar does not register a transfer prior to receiving such notification, (bii) makes such request to requests the Issuer or the Trustee to issue a new replacement Security, prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (ciii) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the Issuer, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their the costs and expenses they incur in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payablepayable or has been called for redemption in full, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the Issuer. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this Section 2.08 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the Issuer, the Trustee, a Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the Issuer. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar Trustee or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and and, upon a written order of the Issuer signed by one Officer, the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 the Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee and the Issuer, such Holder shall must provide an affidavit of lost certificate and furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the Issuer, the Trustee, a Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerIssuer and shall be entitled to the benefits of the Indenture. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-8- 303 of the New York UCC (a “"protected purchaser”") and (c) satisfies any other reasonable requirements of the Trustee. Such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee or (ii) the Issuer to protect the Issuer, the Trustee, a Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ ' fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the Issuer. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is ----------------------- surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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, (b) makes such request to the Issuer Company or the Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (c) satisfies any other reasonable requirements of the TrusteeTrustee (including, without limitation, obtaining from the Company an Officers' Certificate stating that the requirements of Section 8-405 of the UCC have been met). Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this Section 2.08 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 8‑405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 8‑303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuer and the Trustee. Such If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or to protect the Trustee, the Paying Agent and the Registrar (if the Registrar also serves as the Paying Agent) and of the Issuer to protect the Issuer, the TrusteeParent Guarantor, a the Paying Agent and the Registrar (if the Trustee is not serving in the role of Paying Agent or Registrar, as the case may be) from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerIssuer and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Securities duly issued hereunder. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security ---------------------- is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (c) satisfies any other reasonable requirements of the Trustee. Such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this Section 2.08 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee or (ii) the Issuer to protect the Issuer, the Trustee, a Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the Issuer. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is ----------------------- surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (ai) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (ciii) satisfies any other reasonable requirements of the Trustee. Such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a the Registrar, any transfer agent and any Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (ai) satisfies notifies the Issuer Company or the Trustee within a reasonable time after such Holder he has notice of such loss, destruction or wrongful taking 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (ciii) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall shall, upon receipt of a Written Order, authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the Issuer, the Trustee, a Paying Agent paying agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. .Every replacement Security is an additional obligation of the Issuer. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the Issuer, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the Issuer. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or at the office of a Transfer Agent if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) satisfies 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 Company or the Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a any Paying Agent, any Transfer Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and and, upon a written order of each Issuer signed by one Officer, the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuers, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerIssuers, the Trustee, a Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Issuers and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) satisfies the Issuer Company or the Trustee within a reasonable time after such Holder he has notice of 41 33 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (c) satisfies any other reasonable requirements of the TrusteeTrustee and the Company including evidence of the destruction, loss or theft of the Security. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a the Paying Agent and Agent, the Registrar and any co-registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security)the payment of a sum sufficient to cover any tax or other governmental charge that may be required. In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this Section 2.08 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 8‑405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 8‑303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or and the Issuer Company to protect the IssuerCompany, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payablepayable (including upon redemption), the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this Section 2.08 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar Trustee, or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, and neither the Issuer shall issue nor the Trustee has received notice that such Security has been acquired by a bona fide purchaser, the Issuer may execute and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code, as in effect on the date of this Indenture, are met, such that the Holder (a) satisfies and there shall have been delivered to the Issuer or and the Trustee within a reasonable time after such Holder has notice evidence to their satisfaction of such the loss, destruction or wrongful taking and theft of any Security if such is 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trusteecase. Such Holder shall furnish an An indemnity bond may be required that is sufficient in the judgment of the Issuer and the Trustee or the Issuer to protect the Issuer, the Trustee, a Paying Trustee or any Agent and the Registrar from any loss that which any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their its expenses (including the fees and expenses of the Trustee) in replacing a Security. Every replacement Security (including without limitationis an additional obligation of the Issuer. The provisions of this Section 2.07 are exclusive and shall preclude all other rights and remedies with respect to the replacement or payment of mutilated, attorneys’ fees and disbursements in replacing such Security)destroyed, lost or stolen Securities. In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Issuer, in its discretion may pay such Security may, instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the Issuer. The provisions of this 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 mutilatedSecurity, lost, destroyed or wrongfully taken Securitiespay such Security.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) satisfies 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 Company or the Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (c) satisfies any other reasonable requirements of the TrusteeTrustee or the Company. Such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the such Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (ai) satisfies the Issuer or Company and 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 Security being acquired by a protected bona fide purchaser as defined in Section 8-303 of the New York UCC (a “protected purchaser”) and (ciii) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or and the Issuer Company to protect the IssuerCompany, the Subsidiary Guarantors, the Trustee, a the Paying Agent and Agent, the Registrar and any co-registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this Section 2.08 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 8‑405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 8‑303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Issuer and the Trustee. Such If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or to protect the Trustee, the Paying Agent and the Registrar (if the Registrar also serves as the Paying Agent) and of the Issuer to protect the Issuer, each Guarantor, the Trustee, a Paying Agent and the Registrar (if the Trustee is not serving in the role of Paying Agent or Registrar, as the case may be) from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerIssuer and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Securities duly issued hereunder. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (ai) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (ciii) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the Issuer, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the Issuer. The provisions of this Section 2.08 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (ai) satisfies the Issuer Company or the Trustee that it meets such requirements 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 Company or the Trustee, as applicable, receiving notice that the Security being has been acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (ciii) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including including, without limitation, attorneys’ ' fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and and, upon a written order of each issuer signed by an Officer, the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuers, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the Issuerprotect, the Trustee, a Paying Agent and the Registrar Registrar, and sufficient in the judgment of the Issuers to protect the Issuers, from any loss that any of them may suffer if a Security is replaced. The Issuer Issuers and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (ai) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC 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 Security. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a the Paying Agent and Agent, the Registrar and any co-registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security)the payment of a sum sufficient to cover any tax or other governmental charge that may be required. In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this Section 2.08 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the Company notifies the Trustee in writing the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that met and the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a the Paying Agent and Agent, the Registrar and any co-registrar from any loss that which any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation Obligation of the IssuerCompany. The provisions of Outstanding Securities. Securities outstanding at any time are all Securities authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.08 are exclusive as not outstanding. Subject to Section 11.06, a Security does not cease to be outstanding because the Company or an Affiliate of the Company holds the Security. If a Security is replaced pursuant to this Section 2.07, it ceases to be outstanding unless the Trustee and shall preclude the Company receive proof satisfactory to them that the replaced Security is held by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code). If the Paying Agent segregates and holds in trust, in accordance with this Indenture, on a redemption date or maturity date money sufficient to the extent lawful) pay all other rights principal and remedies interest payable on that date with respect to the replacement Securities (or payment of mutilatedportions thereof) to be redeemed or maturing, lostas the case may be, destroyed then on and after that date such Securities (or wrongfully taken Securitiesportions thereof) cease to be outstanding and interest on them ceases to accrue.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) satisfies the Issuer or Company and the Trustee within a reasonable time after such Holder has notice thereof, of such loss, destruction or wrongful taking 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany and shall be entitled to all of the benefits of this Indenture equally and ratably with all other Securities issued hereunder. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and and, upon a written order of the Issuer signed by one Officer, the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the Issuer, the Trustee, a Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerIssuer and shall be entitled to the benefits of the Indenture. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (ai) 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, (bii) makes such request to the Issuer Issuers or the Trustee prior to the Security being acquired by a protected bona fide purchaser as defined in Section 8-303 of the New York UCC (a “protected purchaser”) and (ciii) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuers, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerIssuers, the Trustee, a the Paying Agent and Agent, the Registrar and any co-registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Issuers and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the Issuer. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee (in all capacities hereunder) or (ii) the Issuer to protect the Issuer, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the Issuer. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (ai) satisfies notifies the Issuer or the Trustee within a reasonable time after such Holder he has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (bii) makes such request to the Issuer or the Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (ciii) satisfies any other reasonable requirements of the TrusteeTrustee and the Issuer including evidence of the destruction, loss or theft of the Security. Such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the Issuer, the Trustee, a the Paying Agent and Agent, the Registrar and any co-registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security)the payment of a sum sufficient to cover any tax or other governmental charge that may be required. In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the Issuer. The provisions of this Section 2.08 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, lost, destroyed or wrongfully taken Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 8‑405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 8‑303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Issuer and the Trustee or the Issuer to protect the Issuer, the Trustee, a the Paying Agent and Agent, the Registrar and any co-registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation Obligation of the Issuer. The provisions of this Section 2.08 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 Securities.

Replacement Securities. If a mutilated Security is ----------------------- surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC are met, such that the Holder (ai) satisfies notifies the Issuer Company or the Trustee within a reasonable time after such Holder he has notice of such loss, destruction or wrongful taking and the Registrar does has not register registered a transfer prior to receiving such notification, (bii) makes such request to the Issuer Company or the Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (ciii) satisfies any other reasonable requirements of the TrusteeTrustee and the Company including, without limitation, the requirements of Section 8-405 of the Uniform Commercial Code. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the reasonable judgment of the Trustee or and the Issuer Company to protect the IssuerCompany, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this Section 2.08 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Holdings shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (ai) satisfies the Issuer Holdings 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 Holdings or the Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (ciii) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or Holdings, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerHoldings, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Holdings and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Holdings in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerHoldings. The provisions of this Section 2.08 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuers, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee or (ii) the Issuer Issuers, to protect the IssuerIssuers, the Trustee, a Paying Agent and the Registrar Registrar, from any loss that any of them may suffer if a Security is replaced. The Issuer Issuers and the Trustee may charge the Holder for their expenses in replacing a Security (including including, without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerIssuers. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or and the Issuer to protect the Issuer, each Guarantor, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerIssuer and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Securities duly issued hereunder. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is ----------------------- surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (c) satisfies any other reasonable requirements of the Trustee. Such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall Company will issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a the Paying Agent and Agent, the Registrar and any co-registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation Obligation of the IssuerCompany. The provisions of this Section 2.08 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate (upon receipt of an Authentication Order) a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee or (ii) the Issuer Issuer, to protect the Issuer, the Trustee, a Paying Agent and the Registrar Registrar, from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their the Issuer’s or Trustee’s expenses in replacing a Security (including including, without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the Issuer. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the Issuer, the Trustee, a Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such 41 US\DESMOLI\8895151.9 Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the Issuer. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Issuer and the Trustee or the Issuer to protect the Issuer, the Trustee, a the Paying Agent and Agent, the Registrar and any co-registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the Issuer. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the a Security has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) satisfies the Issuer Issuers or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking taking, and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to requests the Issuer Issuers or the Trustee to issue a new replacement Security, prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuers, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerIssuers, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Issuers and the Trustee may charge the Holder for their the expenses they incur in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerIssuers. The provisions of this Section 2.08 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (ai) satisfies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking taking, and the Registrar does not register a transfer prior to receiving such notification, (bii) makes such request to requests the Issuer or the Trustee to issue a new replacement Security, prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (ciii) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the Issuer, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their the expenses they incur in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payablepayable or has been called for redemption in full, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the Issuer. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) satisfies the Issuer or Issuers and 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 or Issuers and the Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuers, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or and the Issuer Issuers to protect the IssuerIssuers, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Issuers and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerIssuers. The provisions of this Section 2.08 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (ai) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (ciii) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a the Paying Agent Agent, and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this Section 2.08 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee or (ii) the Issuer Issuer, to protect the Issuer, the Trustee, a Paying Agent and the Registrar Registrar, from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including including, without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the Issuer. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has TRDOCS01/76765.8 become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (ai) satisfies the Issuer or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking taking, and the Registrar does not register a transfer prior to receiving such notification, (bii) makes such request to requests the Issuer or the Trustee to issue a new replacement Security, prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (ciii) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the Issuer, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their the costs and expenses they incur in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payablepayable or has been called for redemption in full, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the Issuer. 20 The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (ai) 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, (bii) makes such request to the Issuer Issuers or the Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (ciii) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuers, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerIssuers, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Issuers and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerIssuers. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (c) satisfies any other reasonable requirements of the Trustee. Such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the Issuer, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the Issuer. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee Trustee, upon the Company’s written 4810-9980-1327 v49 -50- instruction, shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that met and the Holder (a) satisfies the Issuer or Company 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 Company and the Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC (a “protected purchaser”) Uniform Commercial Code and (c) satisfies any other reasonable requirements of the Company, the REIT, the Guarantors and the Trustee. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer Company to protect the IssuerCompany, the REIT, the Guarantors, the Trustee, a the Paying Agent and Agent, the Registrar and any co-registrar and in the judgment of the Trustee to protect the Trustee, the Paying Agent, the Registrar and any of the Trustee’s agents from any loss that which any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, limitation attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation Obligation of the IssuerCompany. The provisions of this Section 2.08 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 Securities.

Replacement Securities. If a mutilated Security is ---------------------- surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (ai) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (ciii) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient sufficient, in the judgment of the Trustee or the Issuer their respective judgment, to protect the IssuerCompany, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this Section 2.08 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 Securities.

Replacement Securities. If a mutilated Security is ---------------------- surrendered to the Registrar or if the Holder Noteholder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder Noteholder (a) satisfies the Issuer Company or the Trustee within a reasonable time after such Holder Noteholder has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Issuer Company or the Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (c) satisfies any other reasonable requirements of the Trustee. Such Holder If required by the Trustee or the Company, such Noteholder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder Noteholder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this Section 2.08 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the Issuer, the Trustee, a Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the Issuer. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is ----------------------- surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (ai) satisfies the Issuer or Company 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, (bii) makes such request to the Issuer Company or the Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (ciii) satisfies any other reasonable requirements of the Trustee. Such If required by the Company or the Trustee, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this Section 2.08 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined de-fined in Section 8-303 8‑303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuers, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee or (ii) the Issuer Issuers, to protect the IssuerIssuers, the Trustee, a Paying Agent and the Registrar Registrar, from any loss that any of them may suffer if a Security is replaced. The Issuer Issuers and the Trustee may charge the Holder for their expenses ex-penses in replacing a Security (including including, without limitation, attorneys’ fees and disbursements in replacing replac-ing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become be-come or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerIssuers. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-8 405 of the New York UCC Uniform Commercial Code are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-8 303 of the New York UCC Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the Issuer, the Trustee, a Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the Issuer. The provisions of this 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 Securities.

Replacement Securities. If a mutilated Security is ----------------------- surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (ai) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (ciii) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerCompany, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Company and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Company in its discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerCompany. The provisions of this Section 2.08 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC Uniform Commercial Code are met, such that the Holder (ai) satisfies the Issuer Issuers or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking taking, and the Registrar does not register a transfer prior to receiving such notification, (bii) makes such request to requests the Issuer Issuers or the Trustee to issue a new replacement Security, prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC Uniform Commercial Code (a “"protected purchaser”") and (ciii) satisfies any other reasonable requirements of the Trustee. Such If required by the Trustee or the Issuers, such Holder shall furnish an indemnity bond sufficient in the judgment of the Trustee or the Issuer to protect the IssuerIssuers, the Trustee, a the Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Issuers and the Trustee may charge the Holder for their the expenses they incur in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerIssuers. The provisions of this Section 2.08 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 Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Issuer Issuers shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York UCC are met, such that the Holder (a) 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 Security being acquired by a protected purchaser as defined in Section 8-303 of the New York UCC (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. Such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Trustee to protect the Trustee or (ii) the Issuer Issuers to protect the IssuerIssuers, the Trustee, a Paying Agent and the Registrar from any loss that any of them may suffer if a Security is replaced. The Issuer Issuers and the Trustee may charge the Holder for their expenses in replacing a Security (including without limitation, attorneys’ fees and disbursements in replacing such Security). In the event any such mutilated, lost, destroyed or wrongfully taken Security has become or is about to become due and payable, the Issuer Issuers in its their discretion may pay such Security instead of issuing a new Security in replacement thereof. Every replacement Security is an additional obligation of the IssuerIssuers. The provisions of this 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 Securities.