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 Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. 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 to protect the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company, in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 2.08, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 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, destroyed, lost or stolen Securities.

Replacement Securities. If a any mutilated Security is Securities are surrendered to the Registrar Trustee or the Issuers or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall Issuers will issue and the Trustee shall Trustee, upon receipt of an Authentication Order, will authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the TrusteeTrustee and the Issuers. If required by the Trustee or the CompanyIssuers, such Holder shall furnish an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Company Trustee and the Trustee Issuers to protect the Company, the GuarantorsIssuers, the Trustee, the Paying Agent, the Registrar any Agent and any co-registrar authenticating agent from any loss which that any of them may suffer if a Security is replaced. The Issuers and the Trustee may charge the Holders for each of its expenses in replacing a Security. In case any such mutilated, destroyed, lost lost, or stolen Security has become or is about to become due and payable, the Company, Issuers in its their sole discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 2.082.07, the Company Issuers may require the payment by the Holder of a sum sufficient to cover any tax tax, assessment, fee or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 2.07 in exchange for any mutilated Security or in lieu of any destroyed, lost lost, or stolen Security shall will constitute an original additional contractual obligation of the CompanyIssuers, whether or not the mutilated, destroyed, lost lost, or stolen Security shall be at any time enforceable by anyone, and shall will be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder. The provisions of this Section 2.08 2.07 are exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost lost, or 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 Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met met, such that the Holder (a) satisfies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Holder Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall must furnish an indemnity bond that is sufficient in the judgment of the Company Trustee and the Trustee Company to protect the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar and any co-registrar Agent or any authenticating agent from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee may charge for their expenses in replacing a Security. If, after the delivery of such replacement Security, a protected purchaser of the original Security in lieu of which such replacement Security was issued presents for payment or registration such original Security, 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 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 connection therewith. Every replacement Security is a contractual obligation of the Company. In case any such mutilated, destroyed, lost or stolen wrongfully taken Security has become or is about to become due and payable, the Company, Company in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 2.08, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 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, destroyed, lost or stolen wrongfully taken Securities.

Replacement Securities. If a (a) any mutilated Security is surrendered to the Company, a Registrar or if the Holder Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that the such Security has been lost, destroyed acquired by a bona fide or wrongfully takenprotected purchaser, the Company shall issue issue, and the Trustee shall authenticate a replacement Security if the requirements shall, upon receipt of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment Order of the Company (which the Company agrees to deliver promptly), authenticate and the Trustee to protect the Companydeliver, the Guarantorsin exchange for any such mutilated Security or in lieu of any such destroyed, the Trusteelost or stolen Security, the Paying Agenta new Security of like tenor and principal amount, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the CompanyCompany pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Security Securities under this Section 2.082.06, the Company may require the payment by the Holder of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the TrusteeTrustee or the Registrar) connected in connection therewith. Every new Security issued pursuant to this Section 2.08 2.06 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this the Indenture equally and proportionately with any and all other Securities duly issued and outstanding hereunder. The provisions of this Section 2.08 2.06 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen 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 takenstolen, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. 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 to protect the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee may charge the Holder for their expenses in replacing a Security. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be repurchased by the CompanyCompany pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or repurchase such SecuritySecurity in cash in an amount equal to its principal amount plus any accrued and unpaid interest thereon. Upon the issuance of any new Security Securities under this Section 2.082.07, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 2.07 in exchange for any mutilated Security, or in lieu of any destroyed, lost or stolen Security Security, shall constitute an original additional contractual obligation of the CompanyCompany and any other obligor upon the Securities, whether or not the mutilated, destroyed, lost or stolen 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 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, destroyed, lost or stolen Securities.

Replacement Securities. If a any mutilated Security is surrendered to the Registrar Trustee or if the Holder of a Security claims and submits an affidavit or other evidence, satisfactory to the Trustee and the Company, to the effect that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee Trustee, upon receipt of the authentication order of the Company in the form of an Officers' Certificate, shall authenticate a replacement Security if the Trustee's requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trusteemet. If required by the Trustee or the Company, such Holder shall furnish must provide an indemnity bond or other indemnity, sufficient in the judgment of both the Company and the Trustee Trustee, to protect the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar and Trustee or any co-registrar Agent from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee may charge such Holder for their expenses in replacing a Security. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company, Company in its discretion discretion, but subject to any conversion rights, may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 2.08, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses upon satisfaction of the Trustee) connected therewithconditions set forth in the preceding paragraph. Every new Security issued pursuant to this Section 2.08 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and such new Security shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder. The provisions of this Section 2.08 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies of any Holder with respect to the replacement or payment of mutilated, destroyed, lost or 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 Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met met, such that the Securityholder (a) satisfies the Company or the Trustee within a reasonable time after such Securityholder has notice of such loss, destruction or wrongful taking and the Holder Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall must furnish an indemnity bond that is sufficient in the judgment of the Company Trustee and the Trustee Company to protect the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar and any co-registrar Agent or any authenticating agent from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee may charge for their expenses in replacing a Security. If, after the delivery of such replacement Security, a protected purchaser of the original Security in lieu of which such replacement Security was issued presents for payment or registration such original Security, 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 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 connection therewith. Every replacement Security is a contractual obligation of the Company. In case any such mutilated, destroyed, lost or stolen wrongfully taken Security has become or is about to become due and payable, the Company, Company in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 2.08, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 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, destroyed, lost or stolen wrongfully taken Securities.

Replacement Securities. If a (a) any mutilated Security is surrendered to the Company, a Registrar or if the Holder Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that the such Security has been lost, destroyed acquired by a bona fide or wrongfully takenprotected purchaser, the Company shall issue issue, and the Trustee shall authenticate shall, upon receipt of a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of Company Order (which the Company agrees to deliver without unreasonable delay), authenticate and the Trustee to protect the Companydeliver, the Guarantorsin exchange for any such mutilated Security or in lieu of any such destroyed, the Trusteelost or stolen Security, the Paying Agenta new Security of like tenor and principal amount, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyCompany pursuant to Article 4, the Company in its discretion (but subject to any conversion rights) may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.082.10, the Company may require the payment by the Holder of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the TrusteeTrustee or the Registrar) connected in connection therewith. Every new Security issued pursuant to this Section 2.08 2.10 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen 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 duly issued hereunder. The provisions of this Section 2.08 2.10 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or 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 Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met met, such that the Securityholder (a) satisfies the Company or the Trustee within a reasonable time after such Securityholder has notice of such loss, destruction or wrongful taking and the Holder Xxxxxxxxx does not register a transfer prior to receiving such notification, (b) makes such request to the Company or Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall must furnish an indemnity bond that is sufficient in the judgment of the Company Trustee and the Trustee Company to protect the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar and any co-registrar Agent or any authenticating agent from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee may charge for their expenses in replacing a Security. If, after the delivery of such replacement Security, a protected purchaser of the original Security in lieu of which such replacement Security was issued presents for payment or registration such original Security, 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 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 connection therewith. Every replacement Security is a contractual obligation of the Company. In case any such mutilated, destroyed, lost or stolen wrongfully taken Security has become or is about to become due and payable, the Company, Company in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 2.08, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 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, destroyed, lost or stolen wrongfully taken Securities.

Replacement Securities. If a any mutilated Security is surrendered to the Registrar Trustee, together with such security or if indemnity as may be required by the Holder Corporation or the Trustee to save each of a Security claims that the Security has been lost, destroyed or wrongfully takenthem and any agent of either of them harmless, the Company Corporation shall issue execute and the Trustee shall authenticate and deliver in exchange therefor a replacement new Security if the requirements of Section 8-405 of the Uniform Commercial Code are met same series and the Holder satisfies any other reasonable requirements of the Trusteelike tenor and principal amount and bearing a number not contemporaneously outstanding and shall cancel and dispose of such mutilated security in accordance with its customary procedures. If required by there shall be delivered to the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company Corporation and the Trustee (i) evidence to protect their satisfaction of the Companydestruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Corporation or the Trustee that such Security has been acquired by a bona fide purchaser, the GuarantorsCorporation shall execute and the Trustee shall authenticate and deliver, in lieu of any such mutilated, destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If, after the delivery of such new Security, a bona fide purchaser of the original Security in lieu of which such new Security was issued presents for payment or registration such original Security, the TrusteeTrustee shall be entitled to recover such new Security from the party to whom it was delivered or any party taking therefrom, except a bona fide purchaser, and shall be entitled to recover upon the Paying Agentsecurity or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Registrar Corporation and any co-registrar from any loss which any of them may suffer if a Security is replacedthe Trustee in connection therewith. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company, Corporation in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 2.08Section, the Company Corporation may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses in connection therewith (including the all fees and expenses of the Trustee) connected therewith, the Paying Agent, the Registrar and any co-registrar for such Security). Every new Security of any series issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CompanyCorporation, whether or not the destroyed, lost or stolen 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 duly issued hereunderof the same series. 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, destroyed, lost or stolen Securities.

Replacement Securities. If a defaced or mutilated Security of any series is surrendered to the Registrar Trustee or if the a Holder of a Security claims that the its Security of any series has been lost, destroyed or wrongfully taken, the Company shall shall, subject to the further provisions of this Section 2.8, issue and the Trustee shall authenticate a replacement Security if of such series and tenor and principal amount bearing a number not contemporaneously outstanding. The Company may charge such Holder for any tax or other governmental charge that may be imposed as a result of or in connection with replacing a Security and for its expenses land the requirements of Section 8-405 expenses of the Uniform Commercial Code are met Trustee (including without limitation attorneys’ fees and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient expenses) in the judgment of the Company and the Trustee to protect the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if replacing a Security is replacedSecurity. In case any such mutilated, destroyeddefaced, lost lost, destroyed or stolen wrongfully taken Security has become or is about to become due and payable, the Company, Company in its discretion may, may pay such Security instead of issuing a new SecuritySecurity in replacement thereof. If required by the Trustee or the Company, pay (i) an indemnity bond must be furnished that is sufficient in the judgment of both the Trustee and the Company to protect the Company, the Trustee and any Agent from any loss that any of them may suffer if a security is replaced or paid as provided in this Section 2.8 and (ii) in the case of a lost, destroyed or wrongfully taken security, evidence must be furnished to the satisfaction of both the Trustee and the Company of the loss, destruction or wrongful taking of such Security. Upon Notwithstanding the issuance of any new Security under this Section 2.08foregoing, the Company may require company and the payment by the Holder of Trustee shall have no obligation to replace or pay a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any destroyed2.8 if either the, lost Company or stolen the Trustee has notice that such Security shall constitute has been acquired by a bona fide purchaser. Every replacement Security is an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, Company and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunderIndenture. The To the extent permitted bylaw, 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, destroyed, lost or stolen 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 Company Issuer shall issue and upon receipt of a Company Order, the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met 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 Holder 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 Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the CompanyIssuer, such Holder shall furnish an indemnity, security and/or indemnity bond sufficient in the judgment of the Company Issuer and the Trustee to protect the Company, the GuarantorsIssuer, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which that any of them may suffer if a Security is replaced. The Issuer and the Trustee may charge the Holder a sum sufficient for their expenses in replacing a Security. In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Security has become or is about to become due and payable, the Company, Issuer in its discretion may, may pay such Security instead of issuing a new Security, pay such SecuritySecurity in replacement thereof. Upon the issuance of any new Every replacement Security under this Section 2.08, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses is an additional Obligation of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 duly issued hereunderIssuer. 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, destroyedlost, lost destroyed or stolen wrongfully taken Securities.

Replacement Securities. If a mutilated In the event that any Contract Security is surrendered not delivered due to any occurrence, act or event beyond the control of the Depositor and of the Trustee (such a Contract Security being herein called a "Special Security"), the Depositor may instruct the Trustee to purchase Replacement Securities which have been selected by the Depositor having a cost not in excess of the cost of the Special Securities not so delivered. To be eligible for inclusion in the Trust, the Replacement Securities which the Depositor selects must: (i) be of the same type as that replaced (E.G., both will be common stock or preferred stock); (ii) in the Depositor's judgment, closely resemble the Special Security as respects the investment characteristics which led the Depositor to select the Special Security for inclusion in the Trust; and (iii) be purchased within twenty days after delivery of notice of the failed contract to the Registrar Trustee or if to the Holder of a Security claims that the Security has been lostDepositor, destroyed or wrongfully taken, the Company shall issue and whichever occurs first. Any Replacement Securities received by the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. 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 to protect the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company, in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 2.08, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, deposited hereunder and shall be entitled subject to all the benefits terms and conditions of this Indenture equally and proportionately with any and all to the same extent as other Securities duly issued deposited hereunder. The No such deposit of Replacement Securities shall be made after the earlier of (i) 90 days after the date of execution and delivery of the applicable Reference Trust Agreement or (ii) the first Distribution Date to occur after the date of execution and delivery of the applicable Reference Trust Agreement. Whenever a Replacement Security is acquired by the Depositor pursuant to the provisions of this Section 2.08 are exclusive 3.07, the Trustee shall, within five days thereafter, mail to all Unit Holders notices of such acquisition, including an identification of the Special Security and the Replacement Security acquired. The purchase price of a Replacement Security shall preclude (be paid out of the funds in the principal account attributable to the extent lawful) all other rights Special Security which it replaces. The Trustee shall not be liable or responsible in any way for depreciation or loss incurred by reason of any purchase made pursuant to any such instructions from the Depositor and remedies with respect in the absence of such instructions the Trustee shall have no duty to purchase any Replacement Securities under this Indenture. The Depositor shall not be liable for any failure to instruct the replacement Trustee to purchase any Replacement Security or payment for errors of mutilated, destroyed, lost or stolen Securitiesjudgment in selecting any Replacement 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 takentaken and the Company and the Trustee receive evidence to their satisfaction of the loss, destruction or wrongful taking, the Company shall issue and the Trustee shall authenticate a replacement Security of the same series if the requirements of Section 8-405 of the New York Uniform Commercial Code are met met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Holder Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Such Holder shall must furnish an indemnity bond that is sufficient in the judgment of the Company Trustee and the Trustee Company to protect the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar and any co-registrar Agent or any authenticating agent from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee may charge a Holder for their expenses in replacing a Security, including any transfer tax or similar governmental charge or other fee required by law and payable in connection therewith. If, after the delivery of such replacement Security, a protected purchaser of the original Security in lieu of which such replacement Security was issued presents for payment or registration such original Security, 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 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 connection therewith. Every replacement Security is a contractual obligation of the Company. In case any such mutilated, destroyed, lost or stolen wrongfully taken Security has become or is about to become due and payable, the Company, Company in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 2.08, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 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, destroyed, lost or stolen wrongfully taken Securities.

Replacement Securities. If a (a) any 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 Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (b) the Company and the Trustee receive evidence to protect their satisfaction of the Companydestruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the GuarantorsCompany shall execute and upon its written request the Trustee shall authenticate and deliver, the Trusteein exchange for any such mutilated Security or in lieu of any such destroyed, the Paying Agentlost or stolen Security, the Registrar a new Security of like tenor and any co-registrar from any loss which any of them may suffer if Principal Amount, bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyCompany pursuant to Articles XII or XIII hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.08Section, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen 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 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, destroyed, lost or stolen Securities.

Replacement Securities. If a (a) any 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 Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (b) the Company and the Trustee receive evidence to protect their satisfaction of the Companydestruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the GuarantorsCompany shall execute and upon its written request the Trustee shall authenticate and deliver, the Trusteein exchange for any such mutilated Security or in lieu of any such destroyed, the Paying Agentlost or stolen Security, the Registrar a new Security of like tenor and any co-registrar from any loss which any of them may suffer if Principal Amount at Maturity, bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyCompany pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.08Section, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 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, destroyed, lost or stolen Securities.

Replacement Securities. If a (a) any 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 Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (b) the Company and the Trustee receive evidence to protect their satisfaction of the Companydestruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the GuarantorsCompany shall execute and upon its written request the Trustee shall authenticate and deliver, the Trusteein exchange for any such mutilated Security or in lieu of any such destroyed, the Paying Agentlost or stolen Security, the Registrar a new Security of like tenor and any co-registrar from any loss which any of them may suffer if principal amount, bearing a Security is replacedcertificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyCompany pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.082.7, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 duly issued hereunder. The provisions of this Section 2.08 2.7 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a (a) any 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 Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (b) the Company and the Trustee receive evidence to protect their satisfaction of the Companydestruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the GuarantorsCompany shall execute and upon its written request the Trustee shall authenticate and deliver, the Trusteein exchange for any such mutilated Security or in lieu of any such destroyed, the Paying Agentlost or stolen Security, the Registrar a new Security of like tenor and any co-registrar from any loss which any of them may suffer if Original Principal Amount, bearing a Security is replacedcertificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be redeemed or purchased by the CompanyCompany pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.082.07, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 duly issued hereunder. 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, destroyed, lost or stolen Securities.

Replacement Securities. If a (i) any mutilated Security Note is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (ii) the Company and the Trustee receive evidence to protect their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Company, the GuarantorsSubsidiary Guarantors and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Note has been acquired by a bona fide purchaser, the TrusteeCompany will execute, and upon Company Order the Paying AgentTrustee will authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of the Registrar tenor and any co-registrar from any loss which any principal amount bearing a number not contemporaneously outstanding, and the Subsidiary Guarantors will execute the notation of them may suffer if a Security is replacedSubsidiary Guarantees thereon. In case any such mutilated, destroyed, lost or stolen Security Note has become or is about to become due and payable, the Company, Company in its discretion may, instead of issuing a new SecurityNote, pay such SecurityNote. Upon the issuance of any new Security Note under this Section 2.082.6, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses expense (including the fees and expenses of the Trustee) connected therewith. Every new Security Note issued pursuant to this Section 2.08 2.6 in lieu of any mutilated, destroyed, lost or stolen Security shall Note will constitute an original additional contractual continual obligation of the CompanyCompany and the respective Subsidiary Guarantors, whether or not the mutilated, destroyed, lost or stolen Security shall Note will be at any time enforceable by anyone, and shall will be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities Notes duly issued hereunder. The provisions of this Section 2.08 2.6 are exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen SecuritiesNotes. If required by the Trustee, the Company or a Subsidiary Guarantor, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee, the Company and each Subsidiary Guarantor to protect the Company, each Subsidiary Guarantor, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company and the Trustee may charge for their expenses in replacing a Note.

Replacement Securities. If a any mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully takenTrustee, the Company shall issue and the Trustee shall authenticate a replacement Security execute and, if the requirements of Section 8-405 of the New York Uniform Commercial Code Code, as in effect from time to time, are met and the Holder satisfies any other reasonable requirements of the Company or the Trustee, the Trustee shall authenticate and deliver in exchange therefor a new Security containing identical terms and provisions and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If required by the Trustee or the Company, such Holder there shall furnish an indemnity bond sufficient in the judgment of be delivered to the Company and the Trustee (i) evidence to protect their satisfaction of the Companydestruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of written notice to the Company or a Trust Officer of the Trustee that such Security has been acquired by a bona fide purchaser, the GuarantorsCompany shall execute and upon its request the Trustee shall authenticate and make available for delivery, the Trusteein lieu of any such destroyed, the Paying Agentlost or stolen Security, the Registrar a new Security containing identical terms and any co-registrar from any loss which any provisions and of them may suffer if like tenor and principal amount and bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company, Company in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 2.08Section, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 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, destroyed, lost or stolen Securities.

Replacement Securities. If a (a) any mutilated Security is surrendered to the Company, the Registrar or if the Holder Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company, the Registrar and the Trustee such security or indemnity as may be requested by them to save each of them harmless, then, in the absence of any notice to the Company, the Registrar or the Trustee that the such Security has been lost, destroyed or wrongfully taken, acquired by a protected purchaser (within the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements meaning of Section 8-405 303 of the Uniform Commercial Code are met as adopted in the State of New York), the Company shall execute and the Holder satisfies any other reasonable requirements of the Trustee. If required by upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or the Companyin lieu of any such destroyed, such Holder shall furnish an indemnity bond sufficient in the judgment lost or stolen Security, a new Security of the Company like tenor and the Trustee to protect the Companyprincipal amount, the Guarantors, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replacedcertificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be redeemed by the CompanyCompany pursuant to ARTICLE III or repurchased by the Company pursuant to ARTICLE IV or ARTICLE V, the Company in its discretion may, instead of issuing a new Security, pay pay, redeem or repurchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.082.7, the Company may require the payment by the Holder of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the TrusteeTrustee or the Registrar) connected therewith. Every new Security issued pursuant to this Section 2.08 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 duly issued hereunder. The provisions of this Section 2.08 2.7 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a (a) any mutilated Security security is surrendered to the Company, a Registrar or if the Holder Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that the such Security has been lost, destroyed acquired by a bona fide or wrongfully takenprotected purchaser, the Company shall issue issue, and the Trustee shall authenticate shall, upon receipt of a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of Company Order (which the Company agrees to deliver promptly), authenticate and the Trustee to protect the Companydeliver, the Guarantorsin exchange for any such mutilated Security or in lieu of any such destroyed, the Trusteelost or stolen Security, the Paying Agenta new Security of like tenor and Principal Amount, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payablepayable or repurchased by the Company pursuant to Article III, the Company, Company in its discretion may, instead of issuing a new Security, pay or repurchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Security Securities under this Section 2.082.7, the Company may require the payment by the Holder of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the TrusteeTrustee or the Registrar) connected in connection therewith. Every new Security issued pursuant to this Section 2.08 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen 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 duly issued and outstanding hereunder. The provisions of this Section 2.08 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a any mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully takenTrustee, the Company shall issue execute, the Guarantors shall execute their Guarantee endorsed thereon and the Trustee shall authenticate and deliver in exchange therefor a replacement new Security if the requirements of Section 8-405 of the Uniform Commercial Code are met like tenor and the Holder satisfies any other reasonable requirements of the Trusteeprincipal amount and bearing a number not contemporaneously outstanding. If required by the Trustee or the Company, such Holder there shall furnish an indemnity bond sufficient in the judgment of be delivered to the Company and the Trustee (i) evidence to protect their satisfaction of the Companydestruction, loss or theft of any Security and (ii) such security or indemnity as may be reasonably required by them to save each of them, the Guarantors, the Trustee, the Paying Agent, the Registrar Guarantors and any co-registrar from any loss which agent of any of them may suffer if harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a Security is replaced. In case bona fide purchaser, the Company shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payableSecurity, the Company, in its discretion may, instead of issuing a new SecuritySecurity of like tenor and principal amount, pay such Securityhaving endorsed thereon the Guarantee of the Guarantors, duly executed by the Guarantors, and bearing a number not contemporaneously outstanding. Upon the issuance of any new Security under this Section 2.08Section, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen Security Security, and the Guarantee endorsed thereon, shall constitute an original additional contractual obligation of the Company, Company and the Guarantors whether or not the destroyed, lost or stolen 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 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, destroyed, lost or stolen Securities.

Replacement Securities. If a any mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully takenTrustee, the Company shall issue and the Trustee shall authenticate a replacement Security execute and, if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Company or the Trustee, the Trustee shall authenticate and deliver in exchange therefor a new Security of the same Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If required by the Trustee or the Company, such Holder there shall furnish an indemnity bond sufficient in the judgment of be delivered to the Company and the Trustee (i) evidence to protect their satisfaction of the Companydestruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of written notice to the Company or a Trust Officer of the Trustee that such Security has been acquired by a bona fide purchaser, the GuarantorsCompany shall execute and upon its request the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Security, a new Security of the Trustee, the Paying Agent, the Registrar same Series and any co-registrar from any loss which any of them may suffer if like tenor and principal amount and bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company, Company in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 2.08Section, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security of any Series issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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. 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, destroyed, lost or stolen Securities.

Replacement Securities. If a any mutilated Security is Securities are surrendered to the Registrar Trustee or the Issuers or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall applicable Issuer will issue and the Trustee shall Trustee, upon receipt of an Authentication Order, will authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the TrusteeTrustee and the Issuers. If required by the Trustee or the CompanyIssuers, such Holder shall furnish an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Company Trustee and the Trustee Issuers to protect the Company, the GuarantorsIssuers, the Trustee, the Paying Agent, the Registrar any Agent and any co-registrar authenticating agent from any loss which that any of them may suffer if a Security is replaced. The Issuers and the Trustee may charge the Holders for each of its expenses in replacing a Security. In case any such mutilated, destroyed, lost lost, or stolen Security has become or is about to become due and payable, the Company, applicable Issuer in its sole discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 2.082.07, the Company applicable Issuer may require the payment by the Holder of a sum sufficient to cover any tax tax, assessment, fee or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 2.07 in exchange for any mutilated Security or in lieu of any destroyed, lost lost, or stolen Security shall will constitute an original additional contractual obligation of the Companyapplicable Issuer, whether or not the mutilated, destroyed, lost lost, or stolen Security shall be at any time enforceable by anyone, and shall will be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder. The provisions of this Section 2.08 2.07 are exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost lost, or stolen Securities.

Replacement Securities. If a any 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 Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. 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 receive evidence to protect their satisfaction of the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a protected purchaser (within the meaning of Section 8-303 of the Uniform Commercial Code), the Company shall execute, and upon the Company's written request the Trustee shall authenticate and deliver, the Guarantorsin exchange for any such mutilated Security or in lieu of any such destroyed, the Trusteelost or stolen Security, the Paying Agentanew Security of like tenor and principal amount, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyCompany pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.08Section, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 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, destroyed, lost or stolen Securities.

Replacement Securities. If a (a) any mutilated Security security is surrendered to the Company, a Registrar or if the Holder Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that the such Security has been lost, destroyed acquired by a bona fide or wrongfully takenprotected purchaser, the Company shall issue issue, and the Trustee shall authenticate shall, upon receipt of a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of Company Order (which the Company agrees to deliver promptly, and the Trustee to protect the Companywhich may be a standing order), the Guarantorsauthenticate and deliver, the Trusteein exchange for any such mutilated Security or in lieu of any such destroyed, the Paying Agentlost or stolen Security, the Registrar a new Security of like tenor and any co-registrar from any loss which any of them may suffer if principal amount, bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyCompany pursuant to Article III, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Security Securities under this Section 2.082.7, the Company may require the payment by the Holder of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the TrusteeTrustee or the Registrar) connected in connection therewith. Every new Security issued pursuant to this Section 2.08 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen 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 duly issued and outstanding hereunder. The provisions of this Section 2.08 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or 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 Company Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met 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 Holder 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 Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the CompanyIssuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company Trustee and the Trustee Issuer to protect the CompanyIssuer, the Guarantorseach Guarantor, the Trustee, the Paying Agent, Agent and the Registrar and any co-registrar from any loss which 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 attorneys’ fees and disbursements in replacing such Security). In case the event any such mutilated, destroyedlost, lost destroyed or stolen wrongfully taken Security has become or is about to become due and payable, the Company, Issuer in its discretion may, may pay such Security instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 2.08, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewithreplacement thereof. Every new replacement Security issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen Security shall constitute is an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, Issuer and shall will be entitled to all of the benefits of this Indenture equally and proportionately with any and 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, destroyedlost, lost destroyed or stolen wrongfully taken Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or the Trustee, or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company Issuer shall issue and and, upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate a replacement Security of the same series (and the Guarantors shall execute the Guarantees thereon) if the requirements Holder of Section 8-405 such Security furnishes to the Issuer and the Trustee evidence reasonably acceptable to them of the Uniform Commercial Code are met ownership and the destruction, loss or theft of such Security and if the Holder (a) files with the Issuer a sufficient indemnity bond and executes a customary indemnity agreement; (b) satisfies any other reasonable requirements of imposed by the Issuer or the Trustee; and (c) complies with any applicable law as in effect on the Issue Date. If required by the Trustee Trustee, the Agents or the CompanyIssuer, such Holder shall furnish an indemnity bond shall be posted, sufficient in the judgment of the Company and the Trustee all to protect the CompanyIssuer, the Guarantors, the Trustee, the Paying Registrar, the Transfer Agent, the Registrar and any co-registrar Paying Agent from any loss which that any of them may suffer if a such Security is replaced. In case any The Issuer may charge such mutilatedHolder for the Issuer’s reasonable out-of-pocket expenses in replacing such Security and the Trustee may charge the Issuer for the Trustee’s out-of-pocket expenses (including, destroyedwithout limitation, lost or stolen reasonable attorneys’ fees and disbursements) in replacing such Security has become or is about to become due and payable, the Company, in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 2.08, the Company may require the payment by the Holder of a sum sufficient to cover any tax tax, assessment, fee or other governmental charge that may be imposed in relation thereto and any other expenses (including the reasonable out-of-pocket fees and expenses of the TrusteeTrustee incurred prior to the occurrence of an Event of Default and the out-of-pocket fees and expenses of the Trustee incurred following the occurrence of an Event of Default) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen replacement Security shall constitute an original additional a contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 duly issued hereunderIssuer. The provisions of this Section 2.08 2.09 are exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilatedlost, destroyed, lost mutilated or stolen wrongfully taken Securities.

Replacement Securities. If (a) any mutilated Security or a Security with a mutilated Security Coupon is surrendered to the Registrar Company or if the Holder Trustee, or (b) the Company and the Trustee receive evidence to their satisfaction of a the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such Security claims and/or Coupon or indemnity as may reasonably be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been lost, destroyed or wrongfully takenacquired by a bona fide purchaser, the Company shall issue execute in exchange for any such mutilated Security and/or Coupon, or in lieu of any such destroyed, lost or stolen Security, a new Security with any related Coupon of the same series and of like tenor and principal amount bearing a number not contemporaneously outstanding and the Trustee shall authenticate a replacement and make such new Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. 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 to protect the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replacedavailable for delivery. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be redeemed by the CompanyCompany pursuant to Article Eleven, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, and any related Coupon, as the case may be; provided, however, that payment of principal of, premium, if any, or interest on or any Additional Amounts with respect to any Bearer Securities shall, except as otherwise provided in Section 1002, be payable only at an Office or Agency for such Securities located outside the United States and, unless otherwise provided in or pursuant to this Indenture, any interest on Bearer Securities and any Additional Amounts with respect to such interest shall be payable only upon presentation and surrender of the related Coupons. Upon the issuance of any new Security Securities, with its Coupons, if any, under this Section 2.08Section, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the reasonable fees and expenses of the Trustee) connected in connection therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 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, destroyed, lost or stolen Securities.

Replacement Securities. If a (a) any 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 Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (b) the Company and the Trustee receive evidence to protect their satisfac tion of the Companydestruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the GuarantorsCompany shall execute and upon its written request the Trustee shall authenticate and make available for delivery, the Trusteein exchange for any such mutilated Security or in lieu of any such destroyed, the Paying Agentlost or stolen Security, the Registrar a new Security of like tenor and any co-registrar from any loss which any of them may suffer if Principal Amount, bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased or redeemed by the CompanyCompany pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay pay, purchase or redeem such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.08Section, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 section in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation obliga tion of the Company, whether or not the destroyed, lost or stolen 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 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, destroyed, lost or stolen Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder of a Security Securityholder claims that the Security has been lostdestroyed, destroyed lost or wrongfully takenstolen, the Company shall issue issue, each Guarantor shall endorse its Guarantee thereon and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 Holder provides an indemnity bond or other security, sufficient in the judgment of the Uniform Commercial Code are met Trustee, to protect the Company, the Trustee or any of their agents from any loss which the Company, the Trustee or any of their agents may suffer if a Security is replaced and the Holder satisfies any other reasonable requirements of the Trustee. 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 to protect the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company, in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 2.082.8, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security Security, issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and any such new Security, shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of like tenor, if any, 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, destroyed, lost or stolen Securities. Every replacement Security is an additional obligation of the Company and each Guarantor and shall be subject to all applicable terms and conditions of this Indenture and shall be entitled to an benefits thereof.

Replacement Securities. If a mutilated Security is surrendered to the Registrar Trustee, together with, in proper cases, such security or if indemnity as may be required by the Holder Company or the Trustee to save each of a Security claims that the Security has been lost, destroyed or wrongfully takenthem harmless, the Company shall issue execute and the Trustee shall authenticate and deliver a replacement Registered Security, if such surrendered Security if the requirements of Section 8-405 was a Registered Security of the Uniform Commercial Code are met same series and the Holder satisfies any other reasonable requirements date of the Trusteematurity. If required by the Trustee or the Company, such Holder there shall furnish an indemnity bond sufficient in the judgment of be delivered to the Company and the Trustee (i) evidence to protect their satisfaction of the Companydestruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the GuarantorsCompany shall execute and the Trustee shall authenticate and deliver in lieu of any such destroyed, lost or stolen Security a replacement Registered Security, if such Xxxxxx’s claim appertains to a Registered Security, of the Trusteesame series and principal amount, the Paying Agent, the Registrar containing identical terms and any co-registrar from any loss which any of them may suffer if provisions and bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company, Company in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 2.08Section, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee, its agents and counsel) connected therewith. Every new Security of any series issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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. 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, destroyed, lost or stolen Securities.

Replacement Securities. If a defaced or mutilated Security of any series is surrendered to the Registrar Trustee or if the a Holder of a Security claims that the its Security of any series has been lost, destroyed or wrongfully takentaken and presents to the Trustee, the 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 Uniform Commercial Code are met such series and the Holder satisfies any other reasonable requirements of the Trustee. If required tenor and principal amount, having a Guarantee executed by the Trustee or the CompanyGuarantor endorsed thereon, such Holder shall furnish an bearing a number not contemporaneously outstanding. An indemnity bond must be furnished that is sufficient in the judgment of the Trustee, the Company and the Trustee Guarantor to protect the Trustee, the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar Guarantor and any co-registrar Agent from any loss which that any of them may suffer if a Security is replaced. The Company may charge such Holder for its expenses and the expenses of the Trustee (including without limitation attorneys’ fees and expenses) in replacing a Security. In case any such mutilated, destroyeddefaced, lost lost, destroyed or stolen wrongfully taken Security has become or is about to become due and payable, the Company, Company and the Guarantor in its their discretion may, may pay such Security instead of issuing a new Security, pay such SecuritySecurity (with the Guarantee endorsed thereon) in replacement thereof. Upon the issuance of any new Every replacement Security under this Section 2.08, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the TrusteeGuarantee endorsed thereon) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen Security shall constitute is an original additional contractual obligation of the Company, whether or not Company and the destroyed, lost or stolen Security shall be at any time enforceable by anyone, Guarantor and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of such series and the Guarantee endorsed thereon duly issued authenticated and delivered hereunder. The To the extent permitted by law, the foregoing provisions of this Section 2.08 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen wrongfully taken Securities.

Replacement Securities. If a (a) any 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 Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (b) the Company and the Trustee receive evidence to protect their satisfaction of the Companydestruction, loss or theft of any Security, and 11 there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the GuarantorsCompany shall execute and upon its written request the Trustee shall authenticate and deliver, the Trusteein exchange for any such mutilated Security or in lieu of any such destroyed, the Paying Agentlost or stolen Security, the Registrar a new Security of like tenor and any co-registrar from any loss which any of them may suffer if principal amount, bearing a Security is replacedcertificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyCompany pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.082.7, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 duly issued hereunder. The provisions of this Section 2.08 2.7 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or if the Holder holder of a Security of any series claims that the such Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security of that series if the Trustee's requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trusteemet. If required by the Trustee or the CompanyCompany as a condition of receiving a replacement Security, such Holder shall furnish the holder of a Security must provide a certificate of loss and an indemnity and/or an indemnity bond sufficient sufficient, in the judgment of both the Company and the Trustee Trustee, to fully protect the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar any Agent and any co-registrar authenticating agent from any loss loss, liability, cost or expense which any of them may suffer or incur if a the Security is replaced. In case The Company and the Trustee may charge the relevant holder for their expenses in replacing any Security. The Trustee or any authenticating agent may authenticate any such mutilatedsubstituted Security, destroyed, lost and deliver the same upon the receipt of such security or stolen Security has become or is about to become due and payableindemnity as the Trustee, the CompanyCompany and, in its discretion mayif applicable, instead of issuing a new Security, pay such Securityauthenticating agent may require. Upon the issuance of any new Security under this Section 2.08substituted Security, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new In case any Security issued of a series which has matured or is about to mature, or has been called for redemption pursuant to this Section 2.08 in lieu of any Article III, shall become mutilated or be destroyed, lost or stolen stolen, the Company may, instead of issuing a substitute Security of that series, pay or authorize the payment of or convert or authorize the conversion of the same (without surrender thereof except in the case of a mutilated Security), as the case may be, if the applicant for such payment or conversion shall constitute furnish to the Company, to the Trustee and, if applicable, to the authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or connected with such substitution, and, in case of destruction, loss or theft, evidence satisfactory to the Company, the Trustee and, if applicable, any paying agent or conversion agent of the destruction, loss or theft of such Security and of the ownership thereof. Every replacement Security of any series is an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, Company and shall be entitled to all the benefits of provided under this Indenture equally and proportionately with any and all other Securities of that series duly issued issued, authenticated and delivered 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, destroyed, lost or stolen Securities.

Replacement Securities. If a mutilated Security is surrendered to the Trustee or the Registrar or if the a Holder of a Security claims that the a Security has been lost, destroyed or wrongfully takenstolen and such Holder provide evidence of such loss, destruction or theft satisfactory to the Company and the Trustee, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the TrusteeSecurity. 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 to protect the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which that any of them may suffer if a Security is replaced. The Company and the Trustee may charge the Holder for their expenses in replacing a Security. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company, Company in its discretion may, instead of issuing a new Security, pay for such SecuritySecurity in U.S. legal tender (“cash”). Upon the issuance of any new Security Securities under this Section 2.082.07, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 2.07 in exchange for any mutilated Security, or in lieu of any destroyed, lost or stolen Security Security, shall constitute an original additional contractual obligation of the CompanyCompany and any other obligor upon the Securities, whether or not the mutilated, destroyed, lost or stolen 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 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, destroyed, lost or stolen Securities.

Replacement Securities. If a (a) any 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 Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (b) the Company and the Trustee receive evidence to protect their satisfaction of the Companydestruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the GuarantorsCompany shall execute, and the Trustee, the Paying Agentupon receipt of a Company Order, the Registrar shall authenticate and deliver, in exchange for any co-registrar from such mutilated Security or in lieu of any loss which any such destroyed, lost or stolen Security, a new Security of them may suffer if like tenor and Principal Amount at Maturity, bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyCompany pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.08Section, the Company may require the payment by the Holder of thereof to pay a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen 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 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, destroyed, lost or stolen Securities.

Replacement Securities. If a (a) any mutilated Security is ---------------------- surrendered to the Registrar Company or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee , or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (b) the Company and the Trustee receive evidence to protect their satisfaction of the Companydestruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the GuarantorsCompany shall execute, ---- ---- and upon its written request the TrusteeTrustee shall authenticate and deliver, the Paying Agentin exchange for any such mutilated Security or in lieu of any such destroyed, the Registrar lost or stolen Security, a new Security of like tenor and any co-registrar from any loss which any of them may suffer if Principal Amount, bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyCompany pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.08Section, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected in connection therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 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, destroyed, lost or stolen Securities.

Replacement Securities. If a defaced or mutilated Security of any series is surrendered to the Registrar Trustee or if the a Holder of a Security claims that the its Security of any series has been lost, destroyed or wrongfully takentaken and presents to the Trustee, the 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 Uniform Commercial Code are met such series and the Holder satisfies any other reasonable requirements of the Trustee. If required tenor and principal amount, having a Guarantee executed by the Trustee or the CompanyGuarantor endorsed thereon, such Holder shall furnish an bearing a number not contemporaneously outstanding. An indemnity bond or similar guarantee must be furnished that is sufficient in the judgment of the Trustee, the Company and the Trustee Guarantor to protect the Trustee, the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar Guarantor and any co-registrar Agent from any loss which that any of them may suffer if a Security is replaced. The Company may charge such Holder for its expenses and the expenses of the Trustee (including without limitation attorneys’ fees and expenses) in replacing a Security. In case any such mutilated, destroyeddefaced, lost lost, destroyed or stolen wrongfully taken Security has become or is about to become due and payable, the Company, Company and the Guarantor in its their discretion may, may pay such Security instead of issuing a new Security, pay such SecuritySecurity (with the Guarantee endorsed thereon) in replacement thereof. Upon the issuance of any new Every replacement Security under this Section 2.08, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the TrusteeGuarantee endorsed thereon) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen Security shall constitute is an original additional contractual obligation of the Company, whether or not Company and the destroyed, lost or stolen Security shall be at any time enforceable by anyone, Guarantor and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of such series and the Guarantee endorsed thereon duly issued 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, destroyed, lost or stolen wrongfully taken Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar Trustee, together with, in proper cases, such security or if indemnity as may be required by the Holder Company or the Trustee to save each of a Security claims that the Security has been lost, destroyed or wrongfully takenthem harmless, the Company shall issue execute and the Trustee shall authenticate and deliver a replacement Registered Security, if such surrendered Security if the requirements of Section 8-405 was a Registered Security of the Uniform Commercial Code are met same series and the Holder satisfies any other reasonable requirements date of the Trusteematurity. If required by the Trustee or the Company, such Holder there shall furnish an indemnity bond sufficient in the judgment of be delivered to the Company and the Trustee (i) evidence to protect their satisfaction of the Companydestruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the GuarantorsCompany shall execute and the Trustee shall authenticate and deliver in lieu of any such destroyed, lost or stolen Security a replacement Registered Security, if such Hxxxxx’s claim appertains to a Registered Security, of the Trusteesame series and principal amount, the Paying Agent, the Registrar containing identical terms and any co-registrar from any loss which any of them may suffer if provisions and bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company, Company in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 2.08Section, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee, its agents and counsel) connected therewith. Every new Security of any series issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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. 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, destroyed, lost or stolen Securities.

Replacement Securities. If a (a) any 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 Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (b) the Company and the Trustee receive evidence to protect their satisfaction of the Companydestruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the GuarantorsCompany shall execute and upon its written request the Trustee shall authenticate and deliver, the Trusteein exchange for any such mutilated Security or in lieu of any such destroyed, the Paying Agentlost or stolen Security, the Registrar a new Security of like tenor and any co-registrar from any loss which any of them may suffer if principal amount, bearing a Security is replacedcertificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyCompany pursuant to Article 10 or Article 11 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance issuance, authentication and delivery of any new Security Securities under this Section 2.082.7, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued issued, authenticated and delivered pursuant to this Section 2.08 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 duly issued hereunder. The provisions of this Section 2.08 2.7 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar Trustee or if the Holder of a Security claims and submits an affidavit or other evidence, satisfactory to the Trustee, to the effect that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee Trustee, upon receipt of the authentication order of the Company in the form of an Officers' Certificate, shall authenticate a replacement Security if the Trustee's requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trusteemet. If required by the Trustee or the Company, such Holder shall furnish must provide an indemnity bond or other indemnity, sufficient in the judgment of both the Company and the Trustee Trustee, to protect the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar and Trustee or any co-registrar Agent from any loss which any of them may suffer if a Security is replaced. The Company may charge such Holder for its reasonable, out-of-pocket expenses in replacing a Security. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company, Company in its discretion discretion, but subject to any conversion rights, may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 2.08, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses upon satisfaction of the Trustee) connected therewithconditions set forth in the preceding paragraph. Every new Security issued pursuant to this Section 2.08 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and such new Security shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder. The provisions of this Section 2.08 2.7 are exclusive and shall preclude (to the extent lawful) all other rights and remedies of any Holder with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a (a) any mutilated Security is ---------------------- surrendered to the Registrar Company or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee , or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (b) the Company and the Trustee receive evidence to protect their satisfaction of the Companydestruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the GuarantorsCompany shall execute, and upon its ---- ---- written request the TrusteeTrustee shall authenticate and deliver, the Paying Agentin exchange for any such mutilated Security or in lieu of any such destroyed, the Registrar lost or stolen Security, a new Security of like tenor and any co-registrar from any loss which any of them may suffer if Principal Amount, bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyCompany pursuant to Article III, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.082.07, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected in connection therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 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, destroyed, lost or stolen Securities.

Replacement Securities. If a any mutilated Security is surrendered to the Registrar Trustee or if the Holder of a Security claims and submits an affidavit or other evidence, satisfactory to the Trustee and the Company, to the effect that the Security has been lost, destroyed or wrongfully takenstolen, the Company shall issue and the Trustee Trustee, upon receipt of the authentication order of the Company in the form of an Officers' Certificate, shall authenticate a replacement Security if the Trustee's requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trusteemet. If required by the Trustee or the Company, such Holder shall furnish must provide an indemnity bond or other indemnity, sufficient in the judgment of both the Company and the Trustee Trustee, to protect the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar and Trustee or any co-registrar agent thereof from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee may charge such Holder for their expenses in replacing a Security. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company, Company in its discretion discretion, but subject to any conversion rights, may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 2.08, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses upon satisfaction of the Trustee) connected therewithconditions set forth in the preceding paragraph. Every new Security issued pursuant to this Section 2.08 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and such new Security shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder. The provisions of this Section 2.08 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies of any Holder with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a (a) any mutilated Security security is surrendered to the Company, a Registrar or if the Holder Trustee or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to hold each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that the such Security has been lost, destroyed acquired by a bona fide or wrongfully takenprotected purchaser, the Company shall issue issue, and the Trustee shall authenticate shall, upon receipt of a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of Company Order (which the Company agrees to deliver promptly), authenticate and the Trustee to protect the Companydeliver, the Guarantorsin exchange for any such mutilated Security or in lieu of any such destroyed, the Trusteelost or stolen Security, the Paying Agenta new Security of like tenor and Principal Amount, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payablepayable or repurchased by the Company pursuant to Article III, the Company, Company in its discretion may, instead of issuing a new Security, pay or repurchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Security Securities under this Section 2.082.7, the Company may require the payment by the Holder of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the TrusteeTrustee or the Registrar) connected in connection therewith. Every new Security issued pursuant to this Section 2.08 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen 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 duly issued and outstanding hereunder. The provisions of this Section 2.08 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a (a) any mutilated Security is surrendered to the Company, a Registrar or if the Holder Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that the such Security has been lost, destroyed acquired by a bona fide or wrongfully takenprotected purchaser, the Company shall issue issue, and the Trustee shall authenticate shall, upon receipt of a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of Company Order (which the Company agrees to deliver without unreasonable delay), authenticate and the Trustee to protect the Companydeliver, the Guarantorsin exchange for any such mutilated Security or in lieu of any such destroyed, the Trusteelost or stolen Security, the Paying Agenta new Security of like tenor and principal amount, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyCompany pursuant to Article 4, the Company in its discretion (but subject to any conversion rights) may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.082.09, the Company may require the payment by the Holder of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the TrusteeTrustee or the Registrar) connected in connection therewith. Every new Security issued pursuant to this Section 2.08 2.09 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen 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 duly issued hereunder. The provisions of this Section 2.08 2.09 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a (a) any mutilated Security security is surrendered to the Company, a Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. 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 to protect (b) the Company, the GuarantorsRegistrar and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Security, and, in either case, there is delivered to the Trustee, the Paying AgentCompany, the Registrar and any co-registrar the Trustee such security or indemnity bond as shall be reasonably required by them to save each of them harmless from any loss which loss, liability and expense that any of them may suffer or Incur if a Security is replacedreplaced and subsequently presented or claimed for payment, then, in the absence of notice to the Company, such Registrar or the Trustee that such Security has been acquired by a bona fide or protected purchaser, the Company shall issue, and the Trustee shall, upon receipt of a Company Order (which the Company agrees to deliver promptly), authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or purchased by the CompanyCompany pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Security Securities under this Section 2.082.07, the Company may require the payment by the Holder of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the TrusteeTrustee or the Registrar) connected in connection therewith. Every new Security issued pursuant to this Section 2.08 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen 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 duly issued and outstanding hereunder. The provisions of this Section 2.08 2.07 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a defaced or mutilated Security of any series is surrendered to the Registrar Trustee or if the a Holder of a Security claims that the its Security of any series has been lost, destroyed or wrongfully takentaken and presents to the Trustee, the Company, the Guarantor and any Agent evidence to their satisfaction of the loss, destruction or wrongful taking of such Security, the Company shall issue issue, and upon receipt of a written request from the Company, the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met such series and the Holder satisfies any other reasonable requirements of the Trustee. If required tenor and principal amount, having a Guarantee executed by the Trustee or the CompanyGuarantor endorsed thereon, such Holder shall furnish an bearing a number not contemporaneously outstanding. An indemnity bond and/or other security must be furnished that is sufficient in the judgment of the Trustee, the Company and the Trustee Guarantor to protect the Trustee, the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar Guarantor and any co-registrar Agent from any loss which that any of them may suffer if a Security is replaced. The Company may charge such Holder for its expenses and the expenses of the Trustee (including without limitation attorneys’ fees and expenses) in replacing a Security. In case any such mutilated, destroyeddefaced, lost lost, destroyed or stolen wrongfully taken Security has become or is about to become due and payable, the Company, Company and the Guarantor in its their discretion may, may pay such Security instead of issuing a new Security, pay such SecuritySecurity (with the Guarantee endorsed thereon) in replacement thereof. Upon the issuance of any new Every replacement Security under this Section 2.08, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the TrusteeGuarantee endorsed thereon) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen Security shall constitute is an original additional contractual obligation of the Company, whether or not Company and the destroyed, lost or stolen Security shall be at any time enforceable by anyone, Guarantor and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of such series and the Guarantee endorsed thereon duly issued authenticated and delivered hereunder. The To the extent permitted by law, the foregoing provisions of this Section 2.08 2.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen wrongfully taken Securities.

Replacement Securities. If a (a) any mutilated Security is surrendered to the Company, the Registrar or if the Holder Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company, the Registrar and the Trustee such security or indemnity as may be requested by them to save each of them harmless, then, in the absence of any notice to the Company, the Registrar or the Trustee that the such Security has been lost, destroyed or wrongfully taken, acquired by a protected purchaser (within the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements meaning of Section 8-405 303 of the Uniform Commercial Code are met as adopted in the State of New York), the Company shall execute and the Holder satisfies any other reasonable requirements of the Trustee. If required by upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or the Companyin lieu of any such destroyed, such Holder shall furnish an indemnity bond sufficient in the judgment lost or stolen Security, a new Security of the Company like tenor and the Trustee to protect the Companyprincipal amount, the Guarantors, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replacedcertificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be repurchased by the CompanyCompany pursuant to ARTICLE IV or ARTICLE V, the Company in its discretion may, instead of issuing a new Security, pay or repurchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.082.7, the Company may require the payment by the Holder of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the TrusteeTrustee or the Registrar) connected therewith. Every new Security issued pursuant to this Section 2.08 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 duly issued hereunder. The provisions of this Section 2.08 2.7 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If the Holder of a mutilated or defaced Security is surrendered or a Security with a mutilated or defaced coupon appertaining to it surrenders such Security to the Registrar Trustee or if the Holder of a Security claims presents evidence to the satisfaction of the Company and the Trustee that the Security has been lost, destroyed or wrongfully taken or that a coupon has been lost, stolen or wrongfully taken and surrenders the Security to which such coupon appertains with all appurtenant coupons not so lost, stolen or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met same series and of like tenor, with coupons corresponding to the Holder satisfies coupons, if any, appertaining to the surrendered Security. In case any other reasonable requirements such mutilated, defaced, lost, destroyed or wrongfully taken Security or coupon has or is about to become due and payable, the Company may pay the Security or coupon instead of issuing a new Security or coupon; provided, however, that payment of principal of and any interest on and Additional Amounts with respect to Bearer Securities shall, except as otherwise provided in Section 4.02, be payable only at an office or agency located outside the United States and, unless otherwise specified as contemplated by Section 2.01, any interest on Bearer Securities shall be payable only upon presentation and surrender of the Trusteecoupons appertaining thereto. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond must be provided which is sufficient in the judgment of the Company and the Trustee to protect the Company, Company and the Guarantors, the Trustee, the Paying Agent, the Registrar and Trustee or any co-registrar Agent from any loss which any of them may suffer if a Security is replaced. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due The Company and payable, the Company, in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 2.08, the Company Trustee may require the payment by charge the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the for their fees and expenses of the Trustee) connected therewithin replacing a Security. Every new replacement Security issued pursuant to this Section 2.08 in lieu of any destroyedseries, lost or stolen Security shall constitute with its coupons, if any, is an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with any and all other Securities of that series and their coupons, if any, duly issued hereunder. The provisions of under 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, destroyed, lost or stolen SecuritiesIndenture.

Replacement Securities. If a (a) any 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 Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (b) the Company and the Trustee receive evidence to protect their satisfaction of the Companydestruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the GuarantorsCompany shall execute and upon its written request the Trustee shall authenticate and deliver, the Trusteein exchange for any such mutilated Security or in lieu of any such destroyed, the Paying Agentlost or stolen Security, the Registrar a new Security of like tenor and any co-registrar from any loss which any of them may suffer if Principal Amount at Maturity, bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyCompany pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.08Section, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 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, destroyed, lost or stolen Securities.

Replacement Securities. If a (a) any 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 Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (b) the Company and the Trustee receive evidence to protect their satisfaction of the Companydestruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the GuarantorsCompany shall execute and upon its written request the Trustee shall authenticate and deliver, the Trusteein exchange for any such mutilated Security or in lieu of any such destroyed, the Paying Agentlost or stolen Security, the Registrar a new Security of like tenor and any co-registrar from any loss which any of them may suffer if Principal Amount at Maturity, bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyCompany pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.08Section, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 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, destroyed, lost or stolen Securities.

Replacement Securities. If a (a) any 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 Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (b) the Company and the Trustee receive evidence to protect their satisfaction of the Companydestruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Guarantors, Company shall execute and upon its written request the Trustee, the Paying Agent, Trustee shall authenticate and the Registrar shall deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and any co-registrar from any loss which any of them may suffer if Principal Amount at Maturity, bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyCompany pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.08Section, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 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, destroyed, lost or 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 Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the New York Uniform Commercial Code are met met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Holder Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall must furnish an indemnity bond that is sufficient in the judgment of the Company Trustee and the Trustee Company to protect the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar and any co-registrar Agent or any authenticating agent from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee may charge for their expenses in replacing a Security. If, after the delivery of such replacement Security, a protected purchaser of the original Security in lieu of which such replacement Security was issued presents for payment or registration such original Security, 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 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 connection therewith. Every replacement Security is a contractual obligation of the Company. In case any such mutilated, destroyed, lost or stolen wrongfully taken Security has become or is about to become due and payable, the Company, Company in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 2.08, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 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, destroyed, lost or stolen wrongfully taken Securities.

Replacement Securities. If a (a) any mutilated Security is surrendered to the Registrar Company or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee , or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (b) the Company and the Trustee receive evidence to protect their satisfaction of the Companydestruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a BONA FIDE purchaser, the GuarantorsCompany shall execute, and upon its written request the TrusteeTrustee shall authenticate and deliver, the Paying Agentin exchange for any such mutilated Security or in lieu of any such destroyed, the Registrar lost or stolen Security, a new Security of like tenor and any co-registrar from any loss which any of them may suffer if Principal Amount, bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyCompany pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.08Section, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected in connection therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 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, destroyed, lost or stolen Securities.

Replacement Securities. If a (a) any mutilated Security is ---------------------- surrendered to the Registrar Company or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee , or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (b) the Company and the Trustee receive evidence to protect their satisfaction of the Companydestruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the GuarantorsCompany shall execute, and upon its written request the TrusteeTrustee shall authenticate and deliver, the Paying Agentin exchange for any such mutilated Security or in lieu of any such destroyed, the Registrar lost or stolen Security, a new Security of like tenor and any co-registrar from any loss which any of them may suffer if Contingent Principal Amount, bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyCompany pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.08Section, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected in connection therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 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, destroyed, lost or stolen Securities.

Replacement Securities. If a any mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully takenTrustee, the Company Issuer shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met execute and, subject to applicable law and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee Issuer or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Guarantors, the Trustee, the Paying AgentTrustee shall certify and deliver in exchange therefor a new Security of the same Series (and, in the case of a Series with more than one Tranche, the Registrar same Tranche) containing identical terms and provisions and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Issuer and the Trustee: (i) evidence to their satisfaction of the destruction, loss or theft of any Security; and (ii) such surety bond or indemnity as may be required by them to save each of them and any co-registrar from any loss which any agent of either of them may suffer if harmless, then, in the absence of written notice to the Issuer or a Trust officer of the Trustee that such Security is replacedhas been acquired by a bona fide purchaser, the Issuer shall execute and upon its request the Trustee shall certify and make available for delivery, in lieu of any such destroyed, lost or stolen Security, a new Security of the same Series (and, in the case of a Series with more than one Tranche, the same Tranche) containing identical terms and provisions and of like tenor and principal amount and bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company, Issuer in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 2.08Section, the Company Issuer may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security of any Series (or, in the case of a Series with more than one Tranche, any Tranche) issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the CompanyIssuer, whether or not the destroyed, lost or stolen 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 (or, in the case of a Series with more than one Tranche, any Tranche) 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, destroyed, lost or stolen Securities.

Replacement Securities. If a (a) any 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 Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (b) the Company and the Trustee receive evidence to protect their satisfaction of the Companydestruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the GuarantorsCompany shall execute and upon its written request the Trustee shall authenticate and deliver, the Trusteein exchange for any such mutilated Security or in lieu of any such destroyed, the Paying Agentlost or stolen Security, the Registrar a new Security of like tenor and any co-registrar from any loss which any of them may suffer if Principal Amount at Maturity, bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyCompany pursuant to Article 3 hereof, the Company in its discretion may, instead - of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.08Section, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 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, destroyed, lost or stolen Securities.

Replacement Securities. If a any mutilated Security is surrendered to the Company, a Registrar or if the Holder Trustee, or the Company, a Registrar and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that the such Security has been lost, destroyed or wrongfully takenacquired by a bona fide purchaser, the Company shall issue execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a replacement new Security if the requirements of Section 8-405 of the Uniform Commercial Code are met like tenor and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Companyprincipal amount, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyCompany pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.082.7, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the TrusteeTrustee or the Registrar) connected in connection therewith. Every new Security issued pursuant to this Section 2.08 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen 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 duly issued hereunder. The provisions of this Section 2.08 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a defaced or mutilated Security of any series is surrendered to the Registrar Trustee or if the a Holder of a Security claims that the its Security of any series has been lost, destroyed or wrongfully taken, the Company shall shall, subject to the further provisions of this Section 2.08, issue and the Trustee shall authenticate a replacement Security if of such series and tenor and principal amount bearing a number not contemporaneously outstanding. The Company may charge such Holder for any tax or other governmental charge that may be imposed as a result of or in connection with replacing a Security and for its expenses and the requirements of Section 8-405 expenses of the Uniform Commercial Code are met Trustee (including without limitation attorneys' fees and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient expenses) in the judgment of the Company and the Trustee to protect the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if replacing a Security is replacedSecurity. In case any such mutilated, destroyeddefaced, lost lost, destroyed or stolen wrongfully taken Security has become or is about to become due and payable, the Company, Company in its discretion may, may pay such Security instead of issuing a new Security in replacement thereof. If required by the Trustee or the Company, (i) an indemnity bond must be furnished that is sufficient in the judgment of both the Trustee and the Company to protect the Company, the Trustee and any Agent from any loss that any of them may suffer if a Security is replaced or paid as provided in this Section 2.08 and (ii) in the case of lost, destroyed or wrongfully taken Security, pay evidence must be furnished to the satisfaction of both the Trustee and the Company of the loss, destruction or wrongful taking of such Security. Upon Notwithstanding the issuance of any new Security under this Section 2.08foregoing, the Company may require and the payment by the Holder of Trustee shall have no obligation to replace or pay a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any destroyed, lost if either the Company or stolen the Trustee has notice that such Security shall constitute has been acquired by a bona fide purchaser. Every replacement Security is an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, Company and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of such series duly issued 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, destroyed, lost or stolen wrongfully taken Securities.

Replacement Securities. If a (a) any 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 Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (b) the Company and the Trustee receive evidence to protect their satisfaction of the Companydestruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a protected purchaser, the GuarantorsCompany shall execute and upon its written request the Trustee shall authenticate and deliver, the Trusteein exchange for any such mutilated Security or in lieu of any such destroyed, the Paying Agentlost or stolen Security, the Registrar a new Security of like tenor and any co-registrar from any loss which any of them may suffer if principal amount, bearing a Security is replacedcertificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyCompany pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.082.07, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 duly issued hereunder. 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, destroyed, lost or stolen Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or the Trustee, or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company Issuer shall issue and and, upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate a replacement Security of the same series (and the Guarantors shall execute the Guarantees thereon) if the Holder of such Security furnishes to the Issuer and the Trustee evidence reasonably acceptable to them of the ownership and the destruction, loss or theft of such Security and if the requirements of Section 8-405 of the New York Uniform Commercial Code as in effect on the applicable Issue Date are met and the Holder satisfies any other reasonable requirements of the Trusteemet. If required by the Trustee Trustee, the Agents or the CompanyIssuer, such Holder shall furnish an indemnity bond shall be posted, sufficient in the judgment of the Company and the Trustee all to protect the CompanyIssuer, the Guarantors, the Trustee, the Paying AgentRegistrar, the Registrar and any co-registrar Paying Agent from any loss which that any of them may suffer if a such Security is replaced. In case any The Issuer may charge such mutilatedHolder for the Issuer’s reasonable out-of-pocket expenses in replacing such Security and the Trustee may charge the Issuer for the Trustee’s out-of-pocket expenses (including, destroyedwithout limitation, lost or stolen reasonable attorneys’ fees and disbursements) in replacing such Security has become or is about to become due and payable, the Company, in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 2.08, the Company may require the payment by the Holder of a sum sufficient to cover any tax tax, assessment, fee or other governmental charge that may be imposed in relation thereto and any other expenses (including the reasonable out-of-pocket fees and expenses of the TrusteeTrustee incurred prior to the occurrence of an Event of Default and the out-of-pocket fees and expenses of the Trustee incurred following the occurrence of an Event of Default) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen replacement Security shall constitute an original additional a contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 duly issued hereunderIssuer. The provisions of this Section 2.08 2.09 are exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilatedlost, destroyed, lost mutilated or stolen 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 Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met met, such that the Securityholder (a) satisfies the Company or the Trustee within a reasonable time after such Securityholder has notice of such loss, destruction or wrongful taking and the Holder Rxxxxxxxx does not register a transfer prior to receiving such notification, (b) makes such request to the Company or Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall must furnish an indemnity bond that is sufficient in the judgment of the Company Trustee and the Trustee Company to protect the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar and any co-registrar Agent or any authenticating agent from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee may charge for their expenses in replacing a Security. If, after the delivery of such replacement Security, a protected purchaser of the original Security in lieu of which such replacement Security was issued presents for payment or registration such original Security, 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 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 connection therewith. Every replacement Security is a contractual obligation of the Company. In case any such mutilated, destroyed, lost or stolen wrongfully taken Security has become or is about to become due and payable, the Company, Company in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 2.08, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 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, destroyed, lost or stolen wrongfully taken Securities.

Replacement Securities. If a (a) any 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 Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (b) the Company and the Trustee receive evidence to protect their satisfaction of the Companydestruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Guarantors, Company shall execute and the Trustee, the Paying Agentupon receipt of a Company Order, the Registrar shall authenticate and deliver, in exchange for any co-registrar from such mutilated Security or in lieu of any loss which any such destroyed, lost or stolen Security, a new Security of them may suffer if like tenor and principal amount, bearing a Security is replacedcertificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyCompany pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.082.7, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 duly issued hereunder. The provisions of this Section 2.08 2.7 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a (a) any 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 Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (b) the Company and the Trustee receive evidence to protect their satisfaction of the Companydestruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the GuarantorsCompany shall execute and upon its written request the Trustee shall authenticate and deliver, the Trusteein exchange for any such mutilated Security or in lieu of any such destroyed, the Paying Agentlost or stolen Security, the Registrar a new Security of like tenor and any co-registrar from any loss which any of them may suffer if Principal Amount at Maturity, bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyCompany pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.08Section, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen 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 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, destroyed, lost or stolen Securities.

Replacement Securities. If a (i) any mutilated Security Note is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (ii) the Company and the Trustee receive evidence to protect their satisfaction of the destruction, loss or theft of any Note, and there is delivered to the Company, the GuarantorsSubsidiary Guarantors and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Note has been acquired by a bona fide purchaser, the TrusteeCompany will execute, the Paying AgentSubsidiary Guarantors will execute the notation of Subsidiary Guarantees, and upon Company Order the Registrar Trustee will authenticate and deliver, in exchange for any co-registrar from such mutilated Note or in lieu of any loss which any such destroyed, lost or stolen Note, a new Note of them may suffer if the tenor and principal amount, having the notation of Subsidiary Guarantees thereon, bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security Note has become or is about to become due and payable, the Company, Company in its discretion may, instead of issuing a new SecurityNote, pay such SecurityNote. Upon the issuance of any new Security Note under this Section 2.08Section, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security Note issued pursuant to this Section 2.08 section in lieu of any mutilated, destroyed, lost or stolen Security shall Note will constitute an original additional contractual continual obligation of the CompanyCompany and the respective Subsidiary Guarantors, whether or not the mutilated, destroyed, lost or stolen Security shall Note will be at any time enforceable by anyone, and shall will be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities Notes duly issued hereunder. The provisions of this Section 2.08 are exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen SecuritiesNotes. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company and the Trustee may charge for their expenses in replacing a Note. Every replacement Note is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Replacement Securities. If a (a) any 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 Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (b) the Company and the Trustee receive evidence to protect their satisfaction of the Companydestruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the GuarantorsCompany shall execute and upon its written request the Trustee shall authenticate and deliver, the Trusteein exchange for any such mutilated Security or in lieu of any such destroyed, the Paying Agentlost or stolen Security, the Registrar a new Security of like tenor and any co-registrar from any loss which any of them may suffer if Principal Amount at Maturity, bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyCompany pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.08Section, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 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, destroyed, lost or stolen Securities.

Replacement Securities. If a (a) any 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 Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (b) the Company and the Trustee receive evidence to protect their satisfaction of the Companydestruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such Security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a protected purchaser, the GuarantorsCompany shall execute and upon its written request the Trustee shall authenticate and deliver, the Trusteein exchange for any such mutilated Security or in lieu of any such destroyed, the Paying Agentlost or stolen Security, the Registrar a new Security of like tenor and any co-registrar from any loss which any of them may suffer if principal amount, bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyCompany pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.08, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 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, destroyed, lost or stolen Securities.

Replacement Securities. If a (a) any 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 Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (b) the Company and the Trustee receive evidence to protect their satisfaction of the Companydestruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the GuarantorsCompany shall execute and, upon its written request, the TrusteeTrustee shall authenticate and deliver, the Paying Agentin exchange for any such mutilated Security or in lieu of any such destroyed, the Registrar lost or stolen Security, a new Security of like tenor and any co-registrar from any loss which any of them may suffer if Principal Amount, bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be repurchased or redeemed by the CompanyCompany pursuant to Article 3 hereof, or converted pursuant to Article 11 hereof, the Company in its discretion may, instead of issuing a new Security, pay pay, repurchase or redeem such Security, or issue the underlying securities, as the case may be. Upon the issuance of any new Security Securities under this Section 2.082.07, the Company may may, as a condition to such issuance, require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated destroyed, lost or stolen 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 duly issued hereunder. 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, destroyed, lost or stolen Securities.

Replacement Securities. If a mutilated Security is surrendered to the Registrar or the Trustee, or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company Issuer shall issue and and, upon receipt of a written order of the Issuer in the form of an Officers’ Certificate, the Trustee shall authenticate a replacement Security of the same series (and the Guarantors shall execute the Guarantees thereon) if the requirements Holder of Section 8-405 such Security furnishes to the Issuer and the Trustee evidence reasonably acceptable to them of the Uniform Commercial Code are met ownership and the destruction, loss or theft of such Security and if the Holder (a) files with the Issuer a sufficient indemnity bond and executes a customary indemnity agreement; (b) satisfies any other reasonable requirements of imposed by the Issuer or the Trustee; and (c) complies with any applicable law as in effect on the Issue Date. If required by the Trustee Trustee, the Agents or the CompanyIssuer, such Holder shall furnish an indemnity bond shall be posted, sufficient in the judgment of the Company and the Trustee all to protect the CompanyIssuer, the Guarantors, the Trustee, the Paying AgentRegistrar, the Registrar and any co-registrar Paying Agent from any loss which that any of them may suffer if a such Security is replaced. In case any The Issuer may charge such mutilatedHolder for the Issuer’s reasonable out-of-pocket expenses in replacing such Security and the Trustee may charge the Issuer for the Trustee’s out-of-pocket expenses (including, destroyedwithout limitation, lost or stolen reasonable attorneys’ fees and disbursements) in replacing such Security has become or is about to become due and payable, the Company, in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 2.08, the Company may require the payment by the Holder of a sum sufficient to cover any tax tax, assessment, fee or other governmental charge that may be imposed in relation thereto and any other expenses (including the reasonable out-of-pocket fees and expenses of the TrusteeTrustee incurred prior to the occurrence of an Event of Default and the out-of-pocket fees and expenses of the Trustee incurred following the occurrence of an Event of Default) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen replacement Security shall constitute an original additional a contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 duly issued hereunderIssuer. The provisions of this Section 2.08 2.09 are exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilatedlost, destroyed, lost mutilated or stolen 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 lostmutilated, destroyed destroyed, lost or wrongfully takenstolen, the Company shall Corporation may issue and the Trustee shall authenticate a replacement Security of the same series with identical terms as the Securities exchanged if the requirements of Section 8-405 (or any successor provision) of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trusteemet. If required by the Trustee or the Company, such Holder Such holder shall furnish an indemnity bond sufficient in the judgment of the Company Corporation and the Trustee to protect the Company, the GuarantorsCorporation, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. The Corporation and the Trustee may charge for their expenses in replacing a Security. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company, Corporation in its discretion may, instead of issuing a new Security, pay such Security (without surrender thereof except in the case of a mutilated Security) if the applicant for such payment shall furnish to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security such security or indemnity as may be required by them to hold each of them harmless, and in case of destruction, loss or theft, evidence satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar, and any agent of any of them, of the destruction, loss or theft of such Security and the ownership thereof. Upon the issuance of any new Security under this Section 2.082.10, the Company Corporation may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the all fees and expenses of the Trustee, the Paying Agent, the Registrar and any co-registrar for such Security) connected therewith. Every new Security of any series issued pursuant to this Section 2.08 2.10 in lieu of any destroyed, lost or stolen Security or in exchange for any mutilated Security, shall constitute an original additional contractual obligation of the CompanyCorporation, whether or not the destroyed, lost or stolen 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 duly issued hereunderof the same series. 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, destroyed, lost or 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 mutilated, lost, destroyed or wrongfully taken, the Company shall issue and the Trustee Authentication Agent shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met met, such that the Holder (a) notifies the Company or the Registrar within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Holder Registrar does not register a transfer prior to receiving such notification, (b) makes such request to the Company or the Registrar prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the TrusteeRegistrar. If required by the Registrar, Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (i) the Company and Registrar or Trustee to protect the Registrar or Trustee or (ii) the Company, to protect the Company, the Guarantors, the Trustee, the Paying AgentAgent and the Registrar, the Registrar and any co-registrar from any loss which that any of them may suffer if a Security is replaced. The Company, 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 case the event any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company, Company in its discretion may, instead of issuing a new Security, may direct the Registrar to pay the same without surrender thereof upon the Holder furnishing the Company and the Registrar with indemnity satisfactory to them and complying with such Security. Upon the issuance of any new Security under this Section 2.08, other reasonable regulations as the Company may require prescribe and paying such reasonable expense as the payment by Company and the Holder of a sum sufficient to cover any tax or other governmental charge that Registrar may be imposed incur in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected connection therewith. Every new replacement Security issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen Security shall constitute is an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 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, destroyedlost, lost destroyed or stolen wrongfully taken Securities.

Replacement Securities. If a any mutilated Security is surrendered to the Registrar or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully takenTrustee, the Company Issuer shall issue and execute and, subject to applicable law and the reasonable requirements of the Issuer or the Trustee, the Trustee shall authenticate and deliver in exchange therefor a replacement new Security if the requirements of Section 8-405 of the Uniform Commercial Code are met same Series (and, in the case of a Series with more than one Tranche, the same Tranche) containing identical terms and provisions and of like tenor and principal amount and bearing a number not contemporaneously outstanding. If there shall be delivered to the Issuer and the Holder satisfies any other reasonable requirements Trustee: (i) evidence to their satisfaction of the Trustee. If destruction, loss or theft of any Security; and (ii) such surety bond or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of written notice to the Issuer or a Trust officer of the Trustee that such Security has been acquired by a bona fide purchaser, the Issuer shall execute and upon its request the Trustee shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Security, a new Security of the Companysame Series (and, such Holder shall furnish an indemnity bond sufficient in the judgment case of the Company and the Trustee to protect the Companya Series with more than one Tranche, the Guarantors, the Trustee, the Paying Agent, the Registrar same Tranche) containing identical terms and any co-registrar from any loss which any provisions and of them may suffer if like tenor and principal amount and bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company, Issuer in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 2.08Section, the Company Issuer may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security of any Series (or, in the case of a Series with more than one Tranche, any Tranche) issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the CompanyIssuer, whether or not the destroyed, lost or stolen 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 (or, in the case of a Series with more than one Tranche, any Tranche) 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, destroyed, lost or stolen Securities.

Replacement Securities. If a (a) any mutilated Security is surrendered to the Company, a Registrar or if the Holder Trustee, or (b) the Company, the Registrar and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and, in either case, there is delivered to the Company, the Registrar and the Trustee such security or indemnity as shall be reasonably required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that the such Security has been lost, destroyed acquired by a bona fide or wrongfully takenprotected purchaser, the Company shall issue issue, and the Trustee shall authenticate shall, upon receipt of a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of Company Order (which the Company agrees to deliver promptly), authenticate and the Trustee to protect the Companydeliver, the Guarantorsin exchange for any such mutilated Security or in lieu of any such destroyed, the Trusteelost or stolen Security, the Paying Agenta new Security of like tenor and principal amount, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be redeemed pursuant to Article 3 or purchased by the CompanyCompany pursuant to Article 4 or Article 5, the Company in its discretion may, instead of issuing a new Security, pay pay, redeem or purchase such Security, as the case may be, in accordance herewith. Upon the issuance of any new Security Securities under this Section 2.082.7, the Company may require the payment by the Holder of a sum sufficient to cover any tax tax, assessment or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the TrusteeTrustee or the Registrar) connected in connection therewith. Every new Security issued pursuant to this Section 2.08 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen 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 duly issued and outstanding hereunder. The provisions of this Section 2.08 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a any mutilated Security is surrendered to the Registrar Trustee, or if the Holder Company and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them and each Subsidiary Guarantor harmless, then, in the absence of notice to the Company or the Trustee that the such Security has been lost, destroyed or wrongfully taken, acquired by a protected purchaser (within the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements meaning of Section 8-405 303 of the Uniform Commercial Code are met as adopted in the State of New York), the Company shall execute, and upon the Holder satisfies Company’s written request the Trustee shall authenticate and deliver, in exchange for any other reasonable requirements such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding and having endorsed thereon the Trustee. If required Guarantees executed by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Subsidiary Guarantors, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyCompany pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.08Section, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the CompanyCompany and the respective Subsidiary Guarantors, whether or not the destroyed, lost or stolen 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 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, destroyed, lost or stolen Securities.

Replacement Securities. If a (a) any mutilated Security is surrendered to the Registrar Trustee, or if (b) the Holder Issuer and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Issuer and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer or the Trustee that the such Security has been lost, destroyed or wrongfully takenacquired by a bona fide purchaser, the Company Issuer shall issue execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a replacement new Security if the requirements of Section 8-405 of the Uniform Commercial Code are met like tenor and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the CompanyPrincipal Amount, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyIssuer pursuant to Articles 15 or 16 hereof, the Issuer in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.08Section, the Company Issuer may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the CompanyIssuer, whether or not the mutilated, destroyed, lost or stolen 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 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, destroyed, lost or stolen Securities.

Replacement Securities. If a (a) any 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 Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (b) the Company and the Trustee receive evidence to protect their satisfaction of the destruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and, upon the Company's written request, the GuarantorsTrustee shall authenticate and deliver, the Trusteein exchange for any such mutilated Security or in lieu of any such destroyed, the Paying Agentlost or stolen Security, the Registrar a new Security of like tenor and any co-registrar from any loss which any of them may suffer if principal amount, bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyCompany pursuant to Article 3, the Company in its discretion (but subject to any conversion rights) may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.082.7, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 duly issued hereunder. The provisions of this Section 2.08 2.7 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a (a) any mutilated Security is ----------------------- surrendered to the Registrar Company or if the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee , or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (b) the Company and the Trustee receive evidence to protect their satisfaction of the Companydestruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the GuarantorsCompany shall execute, and upon its ---- ---- written request the TrusteeTrustee shall authenticate and deliver, the Paying Agentin exchange for any such mutilated Security or in lieu of any such destroyed, the Registrar lost or stolen Security, a new Security of like tenor and any co-registrar from any loss which any of them may suffer if Principal Amount, bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyCompany pursuant to Article 3 hereof, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.08Section, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected in connection therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 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, destroyed, lost or 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 Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met met, such that the Holder (a) notifies the Company or the Trustee within a reasonable time after such Holder has notice of such loss, destruction or wrongful taking and the Holder Registrar has not registered a transfer prior to receiving such notification, (b) makes such request to the Company or Trustee prior to the Security being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “protected purchaser”) and (c) satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Guarantors, the Trustee, the Paying Agent, Agent and the Registrar and any co-registrar from any loss which any of them may suffer if a Security is replaced, and, in the absence of notice to the Company, any Subsidiary Guarantor or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and, upon receipt of a Company Order, the Trustee shall authenticate and make available for delivery, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company, Company in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 2.08Section, the Company may require the payment by the that such Holder of pay a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of counsel and of the Trustee) connected in connection therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, any Subsidiary Guarantor (if applicable) and any other obligor upon the Securities, whether or not the mutilated, destroyed, lost or stolen 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 duly issued hereunder. 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, destroyed, lost or stolen Securities.

Replacement Securities. If a any mutilated Security is surrendered to the Registrar Trustee or if the Holder of a Security claims and submits an affidavit or other evidence, satisfactory to the Trustee and the Company, to the effect that the Security has been lost, destroyed or wrongfully takenstolen, the Company shall issue and the Trustee Trustee, upon receipt of the authentication order of the Company in the form of an Officers’ Certificate, shall authenticate a replacement Security if the Trustee’s requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trusteemet. If required by the Trustee or the Company, such Holder shall furnish must provide an indemnity bond or other indemnity, sufficient in the judgment of both the Company and the Trustee Trustee, to protect the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar and Trustee or any co-registrar agent thereof from any loss which any of them may suffer if a Security is replaced. The Company and the Trustee may charge such Holder for their expenses in replacing a Security. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company, Company in its discretion discretion, but subject to any conversion rights, may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 2.08, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses upon satisfaction of the Trustee) connected therewithconditions set forth in the preceding paragraph. Every new Security issued pursuant to this Section 2.08 2.07 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Security shall be at any time enforceable by anyone, and such new Security shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder. The provisions of this Section 2.08 2.07 are exclusive and shall preclude (to the extent lawful) all other rights and remedies of any Holder with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a (i) any 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 Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (ii) the Company and the Trustee receive evidence to protect their satisfaction of the Companydestruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the GuarantorsCompany and the Guarantor shall execute and upon its written request the Trustee shall authenticate and deliver, the Trusteein exchange for any such mutilated Security or in lieu of any such destroyed, the Paying Agentlost or stolen Security, the Registrar a new Security and any co-registrar from any loss which any related Guarantee of them may suffer if like tenor and principal amount, bearing a Security is replacedcertificate number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyCompany pursuant to Article III, the Company in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.082.7, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen 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 duly issued hereunder. The provisions of this Section 2.08 2.7 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a (a) any mutilated Security is surrendered to the Registrar Trustee, or if (b) the Holder Issuer and the Trustee receive evidence to their satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Issuer and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer or the Trustee that the such Security has been lost, destroyed or wrongfully takenacquired by a bona fide purchaser, the Company Issuer shall issue execute and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a replacement new Security if the requirements of Section 8-405 of the Uniform Commercial Code are met like tenor and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the CompanyPrincipal Amount, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyIssuer pursuant to Articles 13 or 14 hereof, the Issuer in its discretion may, instead of issuing a new Security, pay or purchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.08Section, the Company Issuer may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the CompanyIssuer, whether or not the mutilated, destroyed, lost or stolen 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 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, destroyed, lost or stolen Securities.

Replacement Securities. If a (a) any 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 Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (b) the Company and the Trustee receive - evidence to protect their satisfaction of the Companydestruction, loss or theft of any Security, and there is delivered to the Company and the Trustee such Security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the GuarantorsCompany shall execute in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a new Security of the Trusteesame series and of like tenor and principal amount, bearing a number not contemporaneously outstanding, each Guarantor shall execute the Paying Agentnotation on such new Security relating to its Guarantee thereof, and upon Company Order the Registrar Trustee shall authenticate and any co-registrar from any loss which any of them may suffer if a make such new Security is replacedavailable for delivery. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be purchased by the CompanyCompany pursuant to Article 4 hereof, the Company in its discretion may, instead of issuing a new Security of the same series and of like tenor and principal amount, or pay or purchase such Security, pay such Securityas the case may be. Upon the issuance of any new Security under this Section 2.083.8, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected in connection therewith. Every new Security issued pursuant to this Section 2.08 3.8 in lieu of any mutilated, destroyed, lost or stolen Security and every Guarantee with respect thereto, shall constitute an original additional contractual obligation of the CompanyCompany and each Guarantor thereunder, as the case may be, whether or not the mutilated, destroyed, lost or stolen 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 duly issued hereunder. The provisions of this Section 2.08 3.8 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a any mutilated Security is surrendered to the Company, a Registrar or if the Holder Trustee, or the Trustee receives evidence to its satisfaction of a Security claims the destruction, loss or theft of any Security, and there is delivered to the Company, the applicable Registrar and the Trustee such security or indemnity as will be required by them to save each of them harmless, then, in the absence of notice to the Company, such Registrar or the Trustee that the such Security has been lost, destroyed or wrongfully takenacquired by a protected purchaser, the Company shall issue execute, and upon its written request the Trustee shall authenticate and deliver, in exchange for any such mutilated Security or in lieu of any such destroyed, lost or stolen Security, a replacement new Security if the requirements of Section 8-405 of the Uniform Commercial Code are met like tenor and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Companyprincipal amount, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee to protect the Company, the Guarantors, the Trustee, the Paying Agent, the Registrar and any co-registrar from any loss which any of them may suffer if bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, or is about to be redeemed or purchased by the CompanyCompany pursuant to Article 3, the Company in its discretion may, instead of issuing a new Security, pay pay, redeem or purchase such Security, as the case may be. Upon the issuance of any new Security Securities under this Section 2.082.7, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the reasonable fees and expenses of the TrusteeTrustee or the Registrar) connected in connection therewith. Every new Security issued pursuant to this Section 2.08 2.7 in lieu of any mutilated, destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen 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 duly issued hereunder. The provisions of this Section 2.08 2.7 are (to the extent lawful) exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Replacement Securities. If a mutilated Security or a Security with a mutilated interest coupon appertaining to it is surrendered to the Registrar Trustee, together with, in proper cases, such security or if indemnity as may be required by the Holder Company, the Guarantors or the Trustee to save each of a Security claims that the Security has been lost, destroyed or wrongfully takenthem harmless, the Company and the Guarantors shall issue execute and the Trustee shall authenticate and deliver a replacement Registered Security with Senior Subordinated Guarantees endorsed thereon, if such surrendered Security was a Registered Security, or a replacement Bearer Security with Senior Subordinated Guarantees endorsed thereon with interest coupons corresponding to the requirements of Section 8-405 interest coupons appertaining to the surrendered Security, if such surrendered Security was a Bearer Security, of the Uniform Commercial Code are met same series and the Holder satisfies any other reasonable requirements date of the Trusteematurity. If required by the Trustee or the Company, such Holder there shall furnish an indemnity bond sufficient in the judgment of the Company and the Trustee be delivered to protect the Company, the GuarantorsGuarantors and the Trustee (i) evidence to their satisfaction of the destruction, the Trustee, the Paying Agent, the Registrar and loss or theft of any co-registrar from any loss which any of them may suffer if a Security is replaced. or In case any such mutilated, destroyed, lost or stolen Security or interest coupon has become or is about to become due and payable, the Company, Company and the Guarantors in its their discretion may, instead of issuing a new SecuritySecurity or interest coupon with Senior Subordinated Guarantees endorsed thereon, pay such SecuritySecurity or interest coupon; provided, however, that payment of principal of and any premium or interest on Bearer Securities shall, except as otherwise provided in Section 9.2, be payable only at an office or agency located outside the United States and, unless otherwise specified as contemplated by Section 3.1, any interest on Bearer Securities shall be payable only upon presentation and surrender of the interest coupons appertaining thereto. Upon the issuance of any new Security under this Section 2.08Section, the Company and the Guarantors may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee, its agents and counsel) connected therewith. Every new Security with Senior Subordinated Guarantees endorsed thereon of any series with its interest coupons, if any, issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen Security, or in exchange for a Security to which a destroyed, lost or stolen interest coupon appertains, shall constitute an original additional contractual obligation of the CompanyCompany and the relevant Guarantor, whether or not the destroyed, lost or stolen Security and its interest coupon, if any, or the destroyed, lost or stolen interest coupon, shall be at any time enforceable by anyone, and shall be entitled to all the - 42 - 51 benefits of this Indenture equally and proportionately with any and all other Securities of that series and their interest coupons, if any, 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, destroyed, lost or stolen SecuritiesSecurities or interest coupons.

Replacement Securities. If a (i) any 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 Company shall issue and the Trustee shall authenticate a replacement Security if the requirements of Section 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the Company, such Holder shall furnish an indemnity bond sufficient in the judgment of (ii) the Company and the Trustee receive evidence to protect their satisfaction of the destruction, loss or theft of any Security, and there is delivered to the Company, the GuarantorsSubsidiary Guarantors and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the TrusteeCompany will execute, the Paying AgentSubsidiary Guarantors will execute the notation of Subsidiary Guarantees, and upon Company Order the Registrar Trustee will authenticate and deliver, in exchange for any co-registrar from such mutilated Security or in lieu of any loss which any such destroyed, lost or stolen Security, a new Security of them may suffer if the tenor and principal amount, having the notation of Subsidiary Guarantees thereon, bearing a Security is replacednumber not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company, Company in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 2.08Section, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Every new Security issued pursuant to this Section 2.08 in lieu of any mutilated, destroyed, lost or stolen Security shall will constitute an original additional contractual continual obligation of the CompanyCompany and the respective Subsidiary Guarantors, whether or not the mutilated, destroyed, lost or stolen Security shall will be at any time enforceable by anyone, and shall will be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities duly issued hereunder. The provisions of this Section 2.08 are exclusive and shall will preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Security is replaced. The Company and the Trustee may charge for their expenses in replacing a Security. Every replacement Security is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Securities duly issued hereunder.

Replacement Securities. If a mutilated Security or any Security with a mutilated coupon appertaining to it is surrendered to the Registrar Trustee or if the Holder of a Security claims that the Security or any coupon has been lost, destroyed or wrongfully taken, the Company 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 Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the Trustee. If required by the Trustee or the CompanyIssuer, such Holder shall furnish an indemnity bond sufficient in the judgment of the Company Issuer and the Trustee to protect the CompanyIssuer, the Guarantors, the Trustee, the Paying Agent, the Registrar and Trustee or any co-registrar Agent from any loss which any of them may suffer if a Security or coupon is replaced. In case any The Issuer and the Trustee may each charge such mutilated, destroyed, lost or stolen Holder for its reasonable out-of-pocket expenses in replacing a Security has become or is about pursuant to become due and payable, the Company, in its discretion may, instead of issuing a new Security, pay such Security. Upon the issuance of any new Security under this Section 2.08, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the reasonable fees and expenses of counsel and of the Trustee) connected therewith. Every new replacement Security of any Series with its coupons, if any, issued pursuant to this Section 2.08 in lieu of any destroyedlost, lost destroyed or stolen wrongfully taken Security shall constitute an original additional contractual obligation of the CompanyIssuer, whether or not the destroyedlost, lost destroyed or stolen wrongfully taken Security or coupon 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 and its coupons, if any, duly issued hereunder. In case any such mutilated, destroyed, lost or wrongfully taken Security or coupon has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Security or coupon, pay such Security or coupon; provided, however, that payment of principal of (and premium, if any), any interest on and any Additional Amounts with respect to Bearer Securities shall, except as otherwise provided in Section 2.04, be payable only at an office or agency located outside the United States and, unless otherwise specified as contemplated by Section 2.02, any interest on Bearer Securities shall be payable only upon presentation and surrender of the coupons appertaining thereto. 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 mutilatedlost, destroyed, lost destroyed or stolen 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 Company shall issue and the Trustee shall authenticate a replacement Security if Trustee, upon the requirements of Section Company’s written INSTRUCTION, SHALL AUTHENTICATE A REPLACEMENT SECURITY IF THE REQUIREMENTS OF SECTION 8-405 of the Uniform Commercial Code are met and the Holder satisfies any other reasonable requirements of the TrusteeOF THE UNIFORM COMMERCIAL CODE ARE MET AND THE HOLDER (A) SATISFIES THE 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 COMPANY AND THE TRUSTEE PRIOR TO THE SECURITY BEING ACQUIRED BY A PROTECTED PURCHASER AS DEFINED IN SECTION 8-303 OF THE UNIFORM COMMERCIAL CODE AND (C) SATISFIES ANY OTHER REASONABLE REQUIREMENTS OF THE COMPANY, THE REIT, THE GUARANTORS AND THE TRUSTEE. 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 to protect the Company, the REIT, the Guarantors, the Trustee, the Paying 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 which any of them may suffer if a Security is replaced. In case any such mutilated, destroyed, lost or stolen The Company and the Trustee may charge the Holder for their expenses in replacing a Security has become or is about to become due (including without limitation attorneys’ fees and payable, the Company, disbursements in its discretion may, instead of issuing a new Security, pay replacing such Security. Upon the issuance of any new Security under this Section 2.08, the Company may require the payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith). Every new replacement Security issued pursuant to this Section 2.08 in lieu of any destroyed, lost or stolen Security shall constitute is an original additional contractual obligation Obligation of the Company, whether or not the destroyed, lost or stolen 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 duly issued hereunder. 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, destroyedlost, lost destroyed or stolen wrongfully taken Securities.