Common use of Mutilated, Destroyed, Lost or Stolen Certificates Clause in Contracts

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to hold each of the Trust, the Certificate Registrar and the Owner Trustee harmless, then, in the absence of notice to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “protected purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust and the Owner Trustee shall authenticate and deliver, in exchange for, or in lieu of, any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, of like tenor and Certificate Percentage Interest. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC), 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 Trust or the Owner Trustee in connection therewith.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (ii) there is delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to hold save each of the Trust, the Certificate Registrar and the Owner Trustee them harmless, then, in the absence of notice to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “protected purchaser” (as defined in the Relevant UCC)Protected Purchaser, the Owner Trustee shall execute on behalf of the Trust Issuer shall execute and the Owner Trustee or its authenticating agent shall authenticate and deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, new Certificate of a like tenor and Certificate Percentage Interest. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentenceCertificate, a “protected purchaser” (as defined in the Relevant UCC) Protected Purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust Issuer and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC)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 Trust Issuer or the Owner Trustee in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of ownership in the Issuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (ii) there is delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to hold save each of the Trust, the Certificate Registrar and the Owner Trustee them harmless, then, in the absence of notice to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “protected purchaser” (as defined in the Relevant UCC)Protected Purchaser, the Owner Trustee shall execute or the Certificate Registrar on behalf of the Trust Issuer shall execute and the Owner Trustee or the Certificate Registrar or either of their authenticating agents shall authenticate and deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, new Certificate of a like tenor and Certificate Percentage Interest. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentenceCertificate, a “protected purchaser” (as defined in the Relevant UCC) Protected Purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and Issuer, the Owner Trustee and the Certificate Registrar shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC)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 Trust or Issuer, the Owner Trustee or the Certificate Registrar in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of ownership in the Issuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is shall be surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (ii) there is delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to hold save each of the Trust, the Certificate Registrar and the Owner Trustee them harmless, then, in the absence of notice to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “protected purchaser” (as defined in the Relevant UCC)Protected Purchaser, the Owner Trustee shall execute on behalf of the Trust Issuer shall execute, and the Owner Trustee or its authenticating agent shall authenticate and deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, new Certificate of a like tenor and Certificate Percentage Interest. If, If after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentenceCertificate, a “protected purchaser” (as defined in the Relevant UCC) Protected Purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust Issuer and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC)Protected Purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damageliability, cost claim, damage or expense incurred by the Trust Issuer or the Owner Trustee in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of ownership in the Issuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. If (a) If (i) any mutilated Certificate is shall be surrendered to the Certificate Registrar, or of if the Certificate Registrar receives shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (iib) there is shall be delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to hold save each of the Trust, the Certificate Registrar and the Owner Trustee them harmless, then, then in the absence of notice to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has shall have been acquired by a “protected bona fide purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust Issuer shall execute and the Owner Trustee Trustee, or Chase, as the Owner Trustee's authenticating agent, shall authenticate and (if the Certificate Registrar is different from the Owner Trustee, then the Certificate Registrar shall) deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, new Certificate of like class, tenor and Certificate Percentage Interestdenomination. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentenceCertificate, a “protected purchaser” (as defined in the Relevant UCC) bona fide purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee or the Certificate Registrar shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected bona fide purchaser” (as defined in the Relevant UCC), 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 Trust Owner Trustee or the Certificate Registrar in connection therewith. In connection with the issuance of any new Certificate under this Section 3.5, the Owner Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of an ownership interest in Issuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement of mutilated, destroyed, lost or stolen Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to hold save each of the Trust, the Certificate Registrar and the Owner Trustee them harmless, then, in the absence of notice to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “protected bona fide purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust shall execute and the Owner Trustee shall authenticate and deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, new Certificate of like tenor and fractional undivided interest. In connection with the issuance of any new Certificate Percentage Interestunder this Section, the Trustee 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. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentenceCertificate, a “protected purchaser” (as defined in the Relevant UCC) bona fide purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust Seller and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate it was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected bona fide purchaser” (as defined in the Relevant UCC), 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 Trust Seller or the Owner Trustee in connection therewith.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is shall be surrendered to the Certificate Registrar, or of if the Certificate Registrar receives shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (iib) there is shall be delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to hold save each of the Trust, the Certificate Registrar and the Owner Trustee them harmless, then, then in the absence of notice to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has shall have been acquired by a “protected purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust Issuer shall execute and the Owner Trustee Trustee, or JPMorgan Chase Bank, as the Owner Trustee's authenticating agent, shall authenticate and (if the Certificate Registrar is different from the Owner Trustee, then the Certificate Registrar shall) deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, new Certificate of like class, tenor and Certificate Percentage Interestdenomination. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentenceCertificate, a “protected purchaser” (as defined in the Relevant UCC) purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee or the Certificate Registrar shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC), 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 Trust Owner Trustee or the Certificate Registrar in connection therewith. In connection with the issuance of any new Certificate under this Section 3.5, the Owner Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of an ownership interest in Issuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement of mutilated, destroyed, lost or stolen Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is shall be surrendered to the Certificate Registrar, or of if the Certificate Registrar receives shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (iib) there is shall be delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to hold save each of the Trust, the Certificate Registrar and the Owner Trustee them harmless, then, then in the absence of notice to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has shall have been acquired by a “protected purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust Issuer shall execute and the Owner Trustee Trustee, or JPMorgan Chase, as the Owner Trustee’s authenticating agent, shall authenticate and (if the Certificate Registrar is different from the Owner Trustee, then the Certificate Registrar shall) deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, new Certificate of like class, tenor and Certificate Percentage Interestdenomination. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentenceCertificate, a “protected purchaser” (as defined in the Relevant UCC) purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee or the Certificate Registrar shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC), 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 Trust Owner Trustee or the Certificate Registrar in connection therewith. In connection with the issuance of any new Certificate under this Section 3.5, the Owner Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of an ownership interest in Issuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement of mutilated, destroyed, lost or stolen Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. If (a) If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (iib) there is delivered to the Certificate Registrar and the Owner Certificate Trustee such security security, indemnity or indemnity bond as may be required by them to hold save each of the Trust, the Certificate Registrar and the Owner Trustee them harmless, then, in the absence of notice to the Trust, the Certificate Registrar or the Owner Certificate Trustee that such Certificate has been acquired by a “protected bona fide purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute Delaware Trustee, on behalf of the Trust Certificate Issuer shall execute, and the Owner Certificate Trustee shall authenticate and deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate (of the same Class as the case may beCertificate so mutilated, a replacement Certificatedestroyed, as the case may be, lost or stolen) of like tenor and Original Principal Amount. In connection with the issuance of any new Certificate Percentage Interest. Ifunder this Section 2.08, after the delivery of such replacement Certificate or Trustee shall require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Certificate Trustee and the Certificate Registrar) connected therewith. Any duplicate Certificate issued pursuant to this Section 2.08 shall constitute conclusive evidence of the same interest in the Certificate Issuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. Every replacement Certificate issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) shall constitute an original additional contractual obligation of the original Certificate in lieu of which such replacement Issuer, whether or not the mutilated, destroyed, lost or stolen Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or at any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC)time enforceable by anyone, and shall be entitled to recover upon all the security or indemnity provided therefor to the extent benefits of this Certificate Indenture equally and proportionately with any loss, damage, cost or expense incurred by the Trust or the Owner Trustee in connection therewithand all other Certificates duly issued hereunder.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is shall be surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (ii) there is delivered to the Certificate Registrar Registrar, the Certificate Paying Agent and the Owner Trustee such security or indemnity as may be required by them to hold save each of the Trust, the Certificate Registrar and the Owner Trustee them harmless, then, in the absence of notice to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “protected purchaser” (as defined in the Relevant UCC)Protected Purchaser, the Owner Trustee shall execute on behalf of the Trust Issuer shall execute, and the Owner Trustee or its authenticating agent shall authenticate and deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, new Certificate of a like tenor and Certificate Percentage Interest. If, If after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentenceCertificate, a “protected purchaser” (as defined in the Relevant UCC) Protected Purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust Issuer and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC)Protected Purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damageliability, cost claim, damage or expense incurred by the Trust Issuer or the Owner Trustee in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of ownership in the Issuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is shall be surrendered to the Certificate Registrar, or of if the Certificate Registrar receives shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (iib) there is shall be delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to hold save each of the Trust, the Certificate Registrar and the Owner Trustee them harmless, then, then in the absence of notice to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has shall have been acquired by a “protected purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust Issuer shall execute and the Owner Trustee Trustee, or Chase, as the Owner Trustee's authenticating agent, shall authenticate and (if the Certificate Registrar is different from the Owner Trustee, then the Certificate Registrar shall) deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, new Certificate of like class, tenor and Certificate Percentage Interestdenomination. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentenceCertificate, a “protected purchaser” (as defined in the Relevant UCC) purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee or the Certificate Registrar shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC), 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 Trust Owner Trustee or the Certificate Registrar in connection therewith. In connection with the issuance of any new Certificate under this Section 3.5, the Owner Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of an ownership interest in Issuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement of mutilated, destroyed, lost or stolen Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is surrendered to the Certificate Registrar, Trust Administrator or the Certificate Registrar Trust Administrator receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to each of the Trustee, the Trust Administrator and the Certificate Registrar and the Owner Trustee Insurer such security or indemnity (provided that an unsecured letter of indemnity in a form reasonably satisfactory to the Trustee and the Trust Administrator from a Holder which is an insurance company having long-term unsecured debt which is rated at least investment grade (or having a comparable claim-paying ability rating) and having a minimum net worth of $100,000,000 shall satisfy such requirement) as may be required by them to hold save each of the Trust, the Certificate Registrar and the Owner Trustee them harmless, then, in the absence of notice to actual knowledge by a Responsible Officer of the Trust, the Certificate Registrar Trustee or the Owner Trustee Trust Administrator that such Certificate has been acquired by a “protected bona fide purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute Trustee, or the Trust Administrator on behalf of the Trust Trustee, shall execute and the Owner Trustee or the Trust Administrator shall authenticate and deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as a new Certificate of the case may be, a replacement Certificate, as the case may be, same Class and of like tenor denomination and Certificate Percentage Interest. IfUpon the issuance of any new Certificate under this Section, after the delivery of such replacement Certificate or Trust Administrator may require the payment of a destroyed, lost sum sufficient to cover any tax or stolen other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trust Administrator and the Trustee) connected therewith. Any replacement Certificate issued pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined this Section shall constitute complete and indefeasible evidence of ownership in the Relevant UCC) of Trust, as if originally issued, whether or not the original lost, stolen or destroyed Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or found at any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC), 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 Trust or the Owner Trustee in connection therewithtime.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) ------------------------------------------------- any mutilated Certificate is shall become mutilated, destroyed, lost or stolen, the Owner Trustee shall, upon the written request of the affected Certificate Holder, execute, and the Indenture Trustee shall authenticate and deliver in replacement thereof, a new Certificate, of the same series as such Certificate, in the same principal amount, dated the date of such Certificate and designated as issued under this Indenture. If the Certificate being replaced has become mutilated, such Certificate shall be surrendered to the Certificate Registrar, or Indenture Trustee and a photocopy thereof shall be furnished to the Owner Trustee by the Indenture Trustee. If the Certificate Registrar receives being replaced has been destroyed, lost or stolen, the affected Certificate Holder shall furnish to the Owner Trustee and the Indenture Trustee such security or indemnity as may be reasonably required by them to hold the Owner Trustee and the Indenture Trustee harmless and evidence satisfactory to its satisfaction the Owner Trustee and the Indenture Trustee of the destruction, loss or theft of any Certificatesuch Certificate and of the ownership thereof; provided, however, that if the -------- ------- affected Certificate Holder is an original party to the Special Participation Agreement or an Affiliate thereof, the written notice of such destruction, loss or theft and (ii) there is such ownership and the written undertaking of such Certificate Holder delivered to the Certificate Registrar Owner Trustee and the Indenture Trustee to hold harmless the Owner Trustee such security or indemnity as may be required by them to hold each and the Indenture Trustee in respect of the Trustexecution, the Certificate Registrar authentication and the Owner Trustee harmless, then, in the absence of notice to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “protected purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust and the Owner Trustee shall authenticate and deliver, in exchange for, or in lieu of, any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, of like tenor and Certificate Percentage Interest. If, after the delivery of such replacement new Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Personsufficient evidence, except a “protected purchaser” (as defined in the Relevant UCC), security 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 Trust or the Owner Trustee in connection therewithindemnity.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any Certificate shall become mutilated, destroyed, lost or stolen, then upon the written request of the holder thereof, Certificate Trustee shall execute and deliver to such holder a new Certificate. Such new Certificate shall be: (i) any mutilated registered in the name in which such mutilated, destroyed, lost or stolen Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and was registered; (ii) there is delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to hold each of the Trust, the Certificate Registrar and the Owner Trustee harmless, then, in the absence of notice to the Trust, the same original Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “protected purchaser” (Purchaser Amount as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust and the Owner Trustee shall authenticate and deliver, in exchange for, or in lieu of, any such mutilated, destroyed, lost or stolen Certificate, as ; and (iii) dated the case may be, a replacement Certificate, as the case may be, of like tenor and Certificate Percentage Interest. If, after the delivery date of such replacement mutilated, destroyed, lost or stolen Certificate. If the Certificate being replaced has become mutilated, it shall be surrendered to Certificate Trustee. If the Certificate being replaced has been destroyed, lost or payment stolen, the holder thereof shall furnish to Certificate Trustee such security or indemnity as reasonably may be required by it to save Certificate Trustee harmless from any loss and evidence reasonably satisfactory to Certificate Trustee of the destruction, loss or theft of such Certificate and the ownership thereof. Each Certificate issued pursuant to this Section 2.9 shall bear a notation by Certificate Trustee of: (i) the aggregate amounts of Certificate Purchaser Amount of, and Yield on, such mutilated, destroyed, lost or stolen Certificate pursuant that were paid to any holder thereof at any time prior to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee delivery of such Personnew Certificate; and (ii) the date to which Yield on such mutilated, except a “protected purchaser” (as defined in destroyed, lost or stolen Certificate had been paid to any holder thereof at the Relevant UCC), and shall be entitled to recover upon the security or indemnity provided therefor to the extent time of any loss, damage, cost or expense incurred by the Trust or the Owner Trustee in connection therewithsuch delivery.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to hold each of the Trust, the Certificate Registrar and the Owner Trustee harmless, then, in the absence of notice to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “"protected purchaser” " (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust and the Owner Trustee shall authenticate and deliver, in exchange for, or in lieu of, any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, of like tenor and denomination; provided, however, that if any such destroyed, lost or stolen Certificate, but not a mutilated Certificate, shall have become or within seven (7) days of the Certificate Percentage InterestRegistrar's receipt of evidence to its satisfaction of such destruction, loss or theft shall be due and payable, or shall have been called for prepayment in whole pursuant to Section 9.2, instead of issuing a replacement Certificate, the Owner Trustee may direct the Paying Agent to pay such destroyed, lost or stolen Certificate when so due or payable or upon the Prepayment Date without surrender thereof. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “"protected purchaser” " (as defined in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “"protected purchaser” " (as defined in the Relevant UCC), 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 Trust or the Owner Trustee in connection therewith.

Mutilated, Destroyed, Lost or Stolen Certificates. If (a) If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (iib) there is delivered to the Certificate Registrar and the Owner Certificate Trustee such security security, indemnity or indemnity bond as may be required by them to hold save each of the Trust, the Certificate Registrar and the Owner Trustee them harmless, then, in the absence of notice to the Trust, the Certificate Registrar or the Owner Certificate Trustee that such Certificate has been acquired by a “protected bona fide purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute Delaware Trustee, on behalf of the Trust Certificate Issuer shall execute, and the Owner Certificate Trustee shall authenticate and deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate (of the same Tranche as the case may beCertificate so mutilated, a replacement Certificatedestroyed, as the case may be, lost or stolen) of like tenor and Original Principal Amount. In connection with the issuance of any new Certificate Percentage Interest. Ifunder this Section 2.08, after the delivery of such replacement Certificate or Trustee shall require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Certificate Trustee and the Certificate Registrar) connected therewith. Any duplicate Certificate issued pursuant to this Section 2.08 shall constitute conclusive evidence of the same interest in the Certificate Issuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. Every replacement Certificate issued pursuant to this Section 2.08 in replacement of any mutilated, destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) shall constitute an original additional contractual obligation of the original Certificate in lieu of which such replacement Issuer, whether or not the mutilated, destroyed, lost or stolen Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or at any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC)time enforceable by anyone, and shall be entitled to recover upon all the security or indemnity provided therefor to the extent benefits of this Certificate Indenture equally and proportionately with any loss, damage, cost or expense incurred by the Trust or the Owner Trustee in connection therewithand all other Certificates duly issued hereunder.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to hold each of the Trust, the Certificate Registrar and the Owner Trustee harmless, then, in the absence of notice to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “"protected purchaser” " (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust and the Owner Trustee shall authenticate and deliver, in exchange for, or in lieu of, any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, of like tenor and Certificate Percentage Interest. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “"protected purchaser” " (as defined in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “"protected purchaser” " (as defined in the Relevant UCC), 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 Trust or the Owner Trustee in connection therewith.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is surrendered to the Certificate RegistrarTrustee, or the Certificate Registrar Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) in the case of any mutilated Certificate, such mutilated Certificate shall first be surrendered to the Trustee, and in the case of any destroyed, lost or stolen Certificate, there is shall be first delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be reasonably required by them it to hold each the Trustee harmless (provided, that with respect to an Owner which is an insurance company, a letter of the Trustindemnity furnished by it shall be sufficient for this purpose; provided, the Certificate Registrar and the Owner Trustee harmlessthat such insurance company possesses at least an investment grade rating from any of Standard & Poor's, thenor Moodx'x), xhen, in the absence of notice to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “protected bona fide purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust and the Owner Trustee shall execute, authenticate and deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, new Certificate of like Class, tenor and aggregate principal amount, bearing a number not contemporaneously outstanding. Upon the issuance of any new Certificate Percentage Interest. Ifunder this Section, after the delivery of such replacement Certificate or Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto; any other expenses in connection with such issuance shall be an expense of the Trust. Every new Certificate issued pursuant to this Section in exchange for or in lieu of any mutilated, destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, shall constitute evidence of a “protected purchaser” (as defined substitute interest in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC)Trust, and shall be entitled to recover upon all the security benefits of this Agreement equally and proportionately with any and all other Certificates of the same Class duly issued hereunder and such mutilated, destroyed, lost or indemnity provided therefor stolen Certificate shall not be valid for any purpose. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any lossmutilated, damagedestroyed, cost lost or expense incurred by the Trust or the Owner Trustee in connection therewithstolen Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i1) any mutilated Certificate is surrendered to the Certificate Registrar, Registrar or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii2) there is delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to hold each of the Trust, the Certificate Registrar to save the Certificate Registrar, the Trustee and the Owner Trustee harmless, then, in the absence of notice to the Trust, Trustee or the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “protected bona fide purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of and upon its request the Trust and the Owner Trustee Certificate Registrar shall authenticate and deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as a new Certificate or Certificates of the case may besame tenor, aggregate initial principal balance (or Percentage Interest) and Class bearing a replacement number not contemporaneously outstanding; provided, however, that if the entire remaining principal balance of any such mutilated, destroyed, lost or stolen Certificate shall have become or shall be about to become distributable, or shall have become subject to retirement in full, instead of issuing a new Certificate, as the case Trustee may bemake such distribution of principal with respect to such Certificate without surrender thereof, of like tenor and except that any mutilated Certificate Percentage Interestshall be surrendered. If, after the delivery of such replacement new Certificate or payment distribution of the entire remaining principal balance of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) bona fide purchaser of the original Certificate in lieu of which such replacement new Certificate was issued (or such distribution was made) presents for payment such original Certificate, the Trust Trustee and the Owner Trustee Certificate Registrar shall be entitled to recover such replacement new Certificate (or such paymentdistribution) from the Person to whom such replacement Certificate it was delivered or any Person taking such replacement new Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected bona fide purchaser” (as defined in the Relevant UCC), and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by the Trust Trustee or the Owner Trustee Certificate Registrar in connection therewith. Upon the issuance of any new Certificate under this Section, the Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Every new Certificate issued pursuant to this Section in lieu of any destroyed, lost or stolen Certificate shall constitute an original additional interest in the Trust Fund, whether or not the destroyed, lost or stolen Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates of the same Class duly issued hereunder. The provisions of this Section 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 Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is surrendered to the Certificate RegistrarGrantor Trustee, or the Certificate Registrar Grantor Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) in the case of any mutilated Certificate, such mutilated Certificate shall first be surrendered to the Grantor Trustee, and in the case of any destroyed, lost or stolen Certificate, there is shall be first delivered to the Certificate Registrar and the Owner Grantor Trustee such security or indemnity as may be reasonably required by them it to hold each of the Trust, Grantor Trustee and the Certificate Registrar and the Owner Trustee Insurer harmless, then, in the absence of notice to the Trust, the Certificate Registrar Grantor Trustee or the Owner Trustee Registrar that such Certificate has been acquired by a “protected bona fide purchaser” (as defined in the Relevant UCC), the Owner Trustee Depositor shall execute on behalf of the Trust and the Owner Grantor Trustee shall authenticate and deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, new Certificate of like Class, tenor and aggregate principal amount, bearing a number not contemporaneously outstanding. Upon the issuance of any new Certificate Percentage Interest. Ifunder this Section, after the delivery of such replacement Certificate Registrar or Grantor Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto; any other expenses in connection with such issuance shall be an expense of the Trust. Every new Certificate issued pursuant to this Section in exchange for or in lieu of any mutilated, destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, shall constitute evidence of a “protected purchaser” (as defined substitute interest in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC)Trust, and shall be entitled to recover upon all the security benefits of this Agreement equally and proportionately with any and all other Certificates of the same Class duly issued hereunder and such mutilated, destroyed, lost or indemnity provided therefor stolen Certificate shall not be valid for any purpose. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any lossmutilated, damagedestroyed, cost lost or expense incurred by the Trust or the Owner Trustee in connection therewithstolen Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is surrendered to the Certificate RegistrarTrustee, or the Certificate Registrar Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) in the case of any mutilated Certificate, such mutilated Certificate shall first be surrendered to the Trustee, and in the case of any destroyed, lost or stolen Certificate, there is shall be first delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be reasonably required by them it to hold each of the Trust, Trustee and the Certificate Registrar and the Insurer harmless (PROVIDED, THAT with respect to an Owner Trustee harmlesswhich is an institutional investor, a letter of indemnity furnished by it shall be sufficient for this purpose), then, in the absence of written notice to the Trust, the Certificate Registrar Trustee or the Owner Trustee Registrar that such Certificate has been acquired by a “protected bona fide purchaser” (as defined in the Relevant UCC), the Owner Trustee Seller shall execute on behalf of the Trust and the Owner Trustee shall authenticate and deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, new Certificate of like Class, tenor and aggregate principal amount, bearing a number not contemporaneously outstanding. Upon the issuance of any new Certificate Percentage Interest. Ifunder this Section, after the delivery Registrar or Trustee may require the payment from the transferor or transferee of such replacement the related Certificate or payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto; any other expenses in connection with such issuance shall be an expense of the Trust. Every new Certificate issued pursuant to this Section in exchange for or in lieu of any mutilated, destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, shall constitute evidence of a “protected purchaser” (as defined substitute interest in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC)Trust, and shall be entitled to recover upon all the security benefits of this Agreement equally and proportionately with any and all other Certificates of the same Class duly issued hereunder and such mutilated, destroyed, lost or indemnity provided therefor stolen Certificate shall not be valid for any purpose. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any lossmutilated, damagedestroyed, cost lost or expense incurred by the Trust or the Owner Trustee in connection therewithstolen Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is surrendered to the Trustee or the Certificate Registrar, or the Trustee and the Certificate Registrar receives receive evidence to its their satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Trustee and the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to hold save each of the Trust, the Certificate Registrar and the Owner Trustee them harmless, then, in the absence of notice to actual knowledge by the Trust, Trustee or the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “protected bona fide purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust and the Owner Trustee shall authenticate and deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as a new Certificate of the case same Class and of like denomination and Percentage Interest. Upon the issuance of any new Certificate under this Section, the Trustee may be, require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement CertificateCertificate issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership in the Trust Fund created hereunder, as if originally issued, whether or not the case may belost, of like tenor and stolen or destroyed Certificate Percentage Interestshall be found at any time. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentenceCertificate, a “protected purchaser” (as defined in the Relevant UCC) bona fide purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment or registration such original Certificate, the Trust and Trustee or the Owner Trustee Certificate Registrar shall be entitled to recover such replacement Certificate (or such payment) from the Person person to whom such replacement Certificate it was delivered or any Person person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Persontherefrom, except a “protected bona fide purchaser” (as defined in the Relevant UCC), and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by the Trust Trustee or the Owner Trustee Certificate Registrar in connection therewith.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is surrendered to the Certificate RegistrarTrustee, or the Certificate Registrar Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) in the case of any mutilated Certificate, such mutilated Certificate shall first be surrendered to the Trustee, and in the case of any destroyed, lost or stolen Certificate, there is shall be first delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be reasonably required by them it to hold each of the Trust, Trustee and the Certificate Registrar and the Insurer harmless (PROVIDED, THAT with respect to an Owner Trustee harmlesswhich is an institutional investor, a letter of indemnity furnished by it shall be sufficient for this purpose), then, in the absence of notice to the Trust, the Certificate Registrar Trustee or the Owner Trustee Registrar that such Certificate has been acquired by a “protected bona fide purchaser” (as defined in the Relevant UCC), the Owner Trustee Seller shall execute on behalf of the Trust and the Owner Trustee shall authenticate and deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, new Certificate of like Class, tenor and aggregate principal amount, bearing a number not contemporaneously outstanding. Upon the issuance of any new Certificate Percentage Interest. Ifunder this Section, after the delivery Registrar or Trustee may require the payment from the transferor or transferee of such replacement the related Certificate or payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto; any other expenses in connection with such issuance shall be an expense of the Trust. Every new Certificate issued pursuant to this Section in exchange for or in lieu of any mutilated, destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, shall constitute evidence of a “protected purchaser” (as defined substitute interest in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC)Trust, and shall be entitled to recover upon all the security benefits of this Agreement equally and proportionately with any and all other Certificates of the same Class duly issued hereunder and such mutilated, destroyed, lost or indemnity provided therefor stolen Certificate shall not be valid for any purpose. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any lossmutilated, damagedestroyed, cost lost or expense incurred by the Trust or the Owner Trustee in connection therewithstolen Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. If (a) If (i) any mutilated Certificate is shall be surrendered to the Certificate Registrar, or of if the Certificate Registrar receives shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (iib) there is shall be delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to hold save each of the Trust, the Certificate Registrar and the Owner Trustee them harmless, then, then in the absence of notice to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has shall have been acquired by a “protected bona fide purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust Issuer shall execute and the Owner Trustee Trustee, or The Chase Manhattan Bank, as the Owner Trustee's authenticating agent, shall authenticate and (if the Certificate Registrar is different from the Owner Trustee, then the Certificate Registrar shall) deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, new Certificate of like class, tenor and Certificate Percentage Interestdenomination. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentenceCertificate, a “protected purchaser” (as defined in the Relevant UCC) bona fide purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee or the Certificate Registrar shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected bona fide purchaser” (as defined in the Relevant UCC), 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 Trust Owner Trustee or the Certificate Registrar in connection therewith. In connection with the issuance of any new Certificate under this Section 3.5, the Owner Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of an ownership interest in Issuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement of mutilated, destroyed, lost or stolen Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to hold each of the Trust, the Certificate Registrar and the Owner Trustee harmless, then, in the absence of notice to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “"protected purchaser” " (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust and the Owner Trustee shall authenticate and deliver, in exchange for, or in lieu of, any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, of like tenor and denomination; provided, however, that if any such destroyed, -------- ------- lost or stolen Certificate, but not a mutilated Certificate, shall have become or within seven (7) days of the Certificate Percentage InterestRegistrar's receipt of evidence to its satisfaction of such destruction, loss or theft shall be due and payable, or shall have been called for prepayment in whole pursuant to Section 9.2, instead of issuing a replacement Certificate, the Owner Trustee may direct the Paying Agent to pay such destroyed, lost or stolen Certificate when so due or payable or upon the Prepayment Date without surrender thereof. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “"protected purchaser” " (as defined in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “"protected purchaser” " (as defined in the Relevant UCC), 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 Trust or the Owner Trustee in connection therewith.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Preferred Membership Certificate is surrendered to the Certificate RegistrarTransfer Agent, or the Certificate Registrar Transfer Agent receives evidence to its satisfaction of the destruction, loss or theft of any Preferred Membership Certificate, and (ii) there is delivered to the Certificate Registrar Transfer Agent and the Owner Trustee Issuer such security or indemnity as may be required by them to hold each of the Trust, the Certificate Registrar and the Owner Trustee them harmless, then, in the absence of notice to the TrustTransfer Agent or the Issuer that such Preferred Membership Certificate has not been acquired for value, the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “protected purchaser” (as defined in the Relevant UCC), the Owner Trustee Issuer shall execute on behalf of the Trust and the Owner Trustee Transfer Agent shall authenticate and deliver, deliver in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as the case may be, Preferred Membership Certificate a replacement Certificate, as the case may be, Preferred Membership Certificate of a like tenor and Certificate Percentage Interestaggregate stated liquidation preference. If, after the delivery of such a replacement Preferred Membership Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) purchaser for value of the original Preferred Membership Certificate in lieu of which such replacement Preferred Membership Certificate was issued presents for payment such original Preferred Membership Certificate, the Trust and the Owner Trustee Issuer shall be entitled to recover such replacement Preferred Membership Certificate (or such payment) from the Person to whom such replacement Certificate it was delivered or any Person taking such replacement Preferred Membership Certificate from such Person to whom such replacement Preferred Membership Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC)purchaser for value, 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 Trust or the Owner Trustee Issuer in connection therewith. In connection with the issuance of any replacement Preferred Membership Certificate under this Section 12.4, the Transfer Agent may require the payment by the Preferred Member of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses connected therewith. Any duplicate Preferred Membership Certificate issued pursuant to this Section 12.4 in replacement of any mutilated, destroyed, lost or stolen Preferred Membership Certificate shall constitute an original additional interest in the Issuer, whether or not the mutilated, destroyed, lost or stolen Preferred Membership Certificate shall be found at any time, and the registered holder thereof shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Preferred Members.

Mutilated, Destroyed, Lost or Stolen Certificates. and ----------------------------------------------------- Transferor Interest. If (a) If (i) any mutilated Certificate is or Transferor Interest ------------------- shall be surrendered to the Certificate Registrar, or if the Certificate Registrar receives and the Owner Trustee shall receive evidence to its satisfaction of the destruction, loss or theft of any CertificateCertificate or Transferor Interest, and (iib) there is shall be delivered to the Certificate Registrar Registrar, the Trust Company and the Owner Trustee such security or indemnity as may be required by them to hold save each of the Trust, the Certificate Registrar and the Owner Trustee them harmless, then, then in the absence of notice to the Trust, the Certificate Registrar or the Owner Trustee Trust that such Certificate or Transferor Interest has been acquired by a “protected purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute or the Certificate Registrar on behalf of the Trust shall execute and the Owner Trustee or the Certificate Registrar shall authenticate and deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as the case may beCertificate or Transferor Interest, a replacement Certificate, as the case may be, new Certificate or Transferor Interest of like tenor and Certificate Percentage Interestdenomination. If, after the delivery The Holder of such replacement Certificate or Transferor Interest shall pay the reasonable expenses and charges of the Certificate Registrar, the Owner Trustee and Trust Company in connection therewith. In connection with the issuance of any new Certificate or Transferor Interest under this Section, the Owner Trustee or the Certificate Registrar may require the payment of a destroyed, lost sum sufficient to cover any tax or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall other governmental charge that may be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC), 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 Trust or the Owner Trustee imposed in connection therewith. Any duplicate Certificate or Transferor Interest issued pursuant to this Section shall constitute conclusive evidence of ownership of a beneficial interest in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate or Transferor Interest shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) In case any Class R Certificate becomes mutilated or defaced or lost, destroyed or stolen, then on the terms herein set forth, and not otherwise, the Issuer Trustee, at the direction of the Authenticating Agent, shall execute and the Authenticating Agent on behalf of the Issuer shall authenticate and deliver to the registered Holder a new Class R Certificate of like tenor and date, and bearing such identifying number or designation as the Authenticating Agent may determine, in exchange and substitution for, and upon cancellation of, the mutilated or defaced Class R Certificate, or in lieu of and in substitution for the same if lost, destroyed or stolen. The applicant for a new Class R Certificate pursuant to this Section 4.06 shall, in the case of any mutilated Certificate is surrendered or defaced Class R Certificate, surrender such certificate to the Certificate RegistrarAuthenticating Agent and furnish to the Authenticating Agent, in the case of any lost, destroyed or stolen Class R Certificate, evidence satisfactory to the Certificate Registrar receives Authenticating Agent of such loss, destruction or theft and, in each case, evidence satisfactory to its satisfaction the Authenticating Agent of the destruction, loss or theft ownership and authenticity of any Certificate, such Class R Certificate and (ii) there is delivered to the Certificate Registrar shall pay all expenses and the Owner Trustee charges of such substitution and furnish such security or indemnity as may be reasonably required by them to hold each of the Trust, the Certificate Registrar Issuer Trustee and the Owner Authenticating Agent to indemnify and defend and save the Authenticating Agent and the Issuer Trustee harmlessharmless (provided, thenthat the unsecured agreement of indemnity of any Certificateholder who is an Institutional Accredited Investor shall be deemed satisfactory, it being understood, that the Authenticating Agent may reasonably request information necessary to establish that any such holder is an Institutional Accredited Investor). Any defaced or mutilated Class R Certificate shall be destroyed by the Authenticating Agent, or retained in the absence accordance with its standard retention policy, upon delivery by it of notice a new Class R Certificate to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “protected purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust and the Owner Trustee shall authenticate and deliver, in exchange for, or in lieu of, any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, of like tenor and Certificate Percentage Interest. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC), 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 Trust or the Owner Trustee in connection therewithHolder.

Mutilated, Destroyed, Lost or Stolen Certificates. If (a) If (i) any mutilated Certificate (together, in the case of Bearer Certificates, with all unmatured Coupons (if any) appertaining thereto) is surrendered to the Certificate Transfer Agent and Registrar, or the Certificate Transfer Agent and Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (iib) there is delivered to the Certificate Transfer Agent and Registrar and the Owner Trustee such security or indemnity as may be required by them to hold save each of the Trust, the Certificate Registrar and the Owner Trustee them harmless, then, in the absence of notice to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “protected bona fide purchaser” (as defined in the Relevant UCC), the Owner Trustee Seller shall execute on behalf of execute, the Trust and the Owner Trustee shall authenticate and deliverthe Transfer Agent and Registrar shall deliver (in the case of Bearer Certificates, outside the United States), in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and aggregate fractional undivided interest. In connection with the issuance of any new Certificate under this Section, the Trustee or the Transfer Agent and Registrar may require the payment by the Certificateholder 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 and Transfer Agent and Registrar) connected therewith. Any duplicate Certificate issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. Persons Deemed Owners . The Trustee, the Paying Agent, the Transfer Agent and Registrar and any agent of any of these may (a) prior to due presentation of a Registered Certificate for registration of transfer, treat the Person in whose name any Registered Certificate is registered as the case owner of such Registered Certificate for the purpose of receiving distributions pursuant to the terms of the applicable Supplement and for all other purposes whatsoever, and (b) treat the bearer of a Bearer Certificate or Coupon as the owner of such Bearer Certificate or Coupon for the purpose of receiving distributions pursuant to the terms of the applicable Supplement and for all other purposes whatsoever; and, in any such case, neither the Trustee, the Paying Agent, the Transfer Agent and Registrar nor any agent of any of these shall be affected by any notice to the contrary. Notwithstanding the foregoing, in determining whether the Holders of the requisite Investor Certificates have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Certificates owned by the Seller, the Servicer, any other Holder of the Seller Certificate, the Trustee or any Affiliate thereof, shall be disregarded and deemed not to be outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Certificates that the Trustee actually knows to be so owned shall be so disregarded. Certificates so owned that have been pledged in good faith shall not be disregarded and may bebe regarded as outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Certificates and that the pledgee is not the Seller, the Servicer, any other Holder of the Seller Certificate or any Affiliate thereof. Appointment of Paying Agent . The Paying Agent shall make distributions to Investor Certificateholders from the Collection Account or any applicable Series Account pursuant to the provisions of the applicable Supplement and shall report the amounts of such distributions to the Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Collection Account or any applicable Series Account for the purpose of making the distributions referred to above. The Trustee may revoke such power and remove the Paying Agent if the Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement or any Supplement in any material respect. The Paying Agent shall initially be The Bank of New York and any copaying agent chosen by the Seller and acceptable to the Trustee, including, if and so long as any Series or Class is listed on the Luxembourg Stock Exchange and such exchange so requires, a replacement Certificatecopaying agent in Luxembourg or another western European city; provided, however, that The Chase Manhattan Bank shall continue to serve as Paying Agent for the Trust's Series 1995-1 Certificates, and its rights, duties and obligations in that capacity will continue to be governed by the Existing Agreement. Any Paying Agent shall be permitted to resign as Paying Agent upon 30 days' notice to the Trustee. In the event that any Paying Agent shall resign, the Trustee shall appoint a successor to act as Paying Agent. The Trustee shall cause each successor or additional Paying Agent to execute and deliver to the Trustee an instrument in which such successor or additional Paying Agent shall agree with the Trustee that it will hold all sums, if any, held by it for payment to the Investor Certificateholders in trust for the benefit of the Investor Certificateholders entitled thereto until such sums shall be paid to such Investor Certificateholders. The Paying Agent shall return all unclaimed funds to the Trustee and upon removal shall also return all funds in its possession to the Trustee. The provisions of Sections 11.01, 11.02, 11.03 and 11.05 shall apply to the Trustee also in its role as Paying Agent, for so long as the Trustee shall act as Paying Agent. Any reference in this Agreement to the Paying Agent shall include any copaying agent unless the context requires otherwise. Access to List of Registered Certificateholders' Names and Addresses . The Trustee will furnish or cause to be furnished by the Transfer Agent and Registrar to the Servicer or the Paying Agent, within five Business Days after receipt by the Trustee of a request therefor, a list in such form as the Servicer or the Paying Agent may reasonably require, of the names and addresses of the Registered Certificateholders. If any Holder or group of Holders of Investor Certificates of any Series or all outstanding Series, as the case may be, evidencing not less than 10% of like tenor the aggregate unpaid principal amount of such Series or all outstanding Series, as applicable (the "Applicants"), apply to the Trustee, and Certificate Percentage Interest. Ifsuch application states that the Applicants desire to communicate with other Investor Certificateholders with respect to their rights under this Agreement or any Supplement or under the Investor Certificates and is accompanied by a copy of the communication that such Applicants propose to transmit, then the Trustee, after having been adequately indemnified by such Applicants for its costs and expenses shall afford or shall cause the delivery Transfer agent and Registrar to afford such Applicants access during normal business hours to the most recent list of Registered Certificateholders of such replacement Certificate Series or payment all outstanding Series, as applicable, held by the Trustee, within five Business Days after the receipt of such application. Such list shall be as of a destroyed, lost or stolen Certificate pursuant date no more than 45 days prior to the proviso date of receipt of such Applicants' request. Every Registered Certificateholder, by receiving and holding a Registered Certificate, agrees with the Trustee that neither the Trustee, the Transfer Agent and Registrar, nor any of their respective agents, shall be held accountable by reason of the disclosure of any such information as to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) names and addresses of the original Certificate Registered Certificateholders hereunder, regardless of the sources from which such information was derived. Authenticating Agent (a) . (a) The Trustee may appoint one or more authenticating agents with respect to the Certificates that shall be authorized to act on behalf of the Trustee in authenticating the Certificates in connection with the issuance, delivery, registration of transfer, exchange or repayment of the Certificates. Whenever reference is made in this Agreement to the authentication of Certificates by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication on behalf of the Trustee by an authenticating agent and certificate of authentication executed on behalf of the Trustee by an authenticating agent. Each authenticating agent must be acceptable to the Seller and the Servicer. (b) Any institution succeeding to the corporate agency business of an authenticating agent shall continue to be an authenticating agent without the execution or filing of any power or any further act on the part of the Trustee or such authenticating agent. An authenticating agent may at any time resign by giving notice of resignation to the Trustee and to the Seller. The Trustee may at any time terminate the agency of an authenticating agent by giving notice of termination to such authenticating agent and to the Seller. Upon receiving such a notice of resignation or upon such a termination, or in case at any time an authenticating agent shall cease to be acceptable to the Trustee or the Seller, the Trustee promptly may appoint a successor authenticating agent. Any successor authenticating agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an authenticating agent. No successor authenticating agent shall be appointed unless acceptable to the Trustee and the Seller. The Seller agrees to pay to each authenticating agent from time to time reasonable compensation for its services under this Section. The provisions of Sections 11.01, 11.02 and 11.03 shall be applicable to any authenticating agent. (c) Pursuant to an appointment made under this Section, the Certificates may have endorsed thereon, in lieu of which such replacement Certificate was issued presents for payment such original Certificatethe Trustee's certificate of authentication, an alternate certificate of authentication in substantially the Trust and following form: This is one of the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined Certificates described in the Relevant UCC)Pooling and Servicing Agreement. as Authenticating Agent for the Trustee, 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 Trust or the Owner Trustee in connection therewith.By:

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i1) any mutilated Certificate is surrendered to the Certificate Registrar, Registrar or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii2) there is delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to hold each of the Trust, the Certificate Registrar to save the Certificate Registrar, the Trustee and the Owner Trustee Securities Administrator harmless, then, in the absence of notice to the TrustTrustee, the Securities Administrator or the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “protected bona fide purchaser” (as defined in the Relevant UCC), the Owner Trustee [Trustee] [Securities Administrator] shall execute on behalf of and upon its request the Trust and the Owner Trustee Certificate Registrar shall authenticate and deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as a new Certificate or Certificates of the case may besame tenor, aggregate initial principal balance (or Percentage Interest) and Class bearing a replacement number not contemporaneously outstanding; provided, however, that if the entire remaining principal balance of any such mutilated, destroyed, lost or stolen Certificate shall have become or shall be about to become distributable, or shall have become subject to retirement in full, instead of issuing a new Certificate, as the case [Trustee] [Securities Administrator] may bemake such distribution of principal with respect to such Certificate without surrender thereof, of like tenor and except that any mutilated Certificate Percentage Interestshall be surrendered. If, after the delivery of such replacement new Certificate or payment distribution of the entire remaining principal balance of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) bona fide purchaser of the original Certificate in lieu of which such replacement new Certificate was issued (or such distribution was made) presents for payment such original Certificate, the Trust [Trustee] [Securities Administrator] and the Owner Trustee Certificate Registrar shall be entitled to recover such replacement new Certificate (or such paymentdistribution) from the Person to whom such replacement Certificate it was delivered or any Person taking such replacement new Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected bona fide purchaser” (as defined in the Relevant UCC), and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by the Trust [Trustee] [Securities Administrator] or the Owner Trustee Certificate Registrar in connection therewith. Upon the issuance of any new Certificate under this Section, the [Trustee] [Securities Administrator] or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Every new Certificate issued pursuant to this Section in lieu of any destroyed, lost or stolen Certificate shall constitute an original additional interest in the Trust Fund, whether or not the destroyed, lost or stolen Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates of the same Class duly issued hereunder. The provisions of this Section 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 Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (ii) there is delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to hold save each of the Trust, the Certificate Registrar and the Owner Trustee them harmless, then, in the absence of notice to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “protected purchaser” (as defined in the Relevant UCC)Protected Purchaser, the Owner Trustee shall execute on behalf of the Trust Issuer shall execute and the Owner Trustee or its authenticating agent shall authenticate and deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as a new Certificate of a like tenor and denomination; provided, however, that if any such destroyed, lost or stolen Certificate, but not a mutilated Certificate, shall have become or within seven days of the case may beCertificate Registrar's receipt of evidence to its satisfaction of such destruction, loss or theft shall be due and payable, or shall have been called for prepayment in whole pursuant to Section 9.02, instead of issuing a replacement Certificate, as the case Owner Trustee may bedirect the Paying Agent to pay such destroyed, of like tenor and lost or stolen Certificate Percentage Interestwhen so due or payable or upon the Prepayment Date without surrender thereof. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) Protected Purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust Issuer and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC)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 Trust Issuer or the Owner Trustee in connection therewith. In connection with the issuance of any new Certificate under this Section, the Owner Trustee may require the payment of a sum sufficient to cover any expense, tax or other governmental charge that may be imposed in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of ownership in the Issuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (ii) there is delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to hold save each of the Trust, the Certificate Registrar and the Owner Trustee them harmless, then, in the absence of notice to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “protected purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust Issuer shall execute and the Owner Trustee or its authenticating agent shall authenticate and deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as a new Certificate of a like tenor and denomination; provided, however, that if any such destroyed, lost or stolen Certificate, but not a mutilated Certificate, shall have become or within seven days of the case may beCertificate Registrar's receipt of evidence to its satisfaction of such destruction, loss or theft shall be due and payable, or shall have been called for prepayment in whole pursuant to Section 9.02, instead of issuing a replacement Certificate, as the case Owner Trustee may bedirect the Paying Agent to pay such destroyed, of like tenor and lost or stolen Certificate Percentage Interestwhen so due or payable or upon the Prepayment Date without surrender thereof. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust Issuer and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC)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 Trust Issuer or the Owner Trustee in connection therewith. In connection with the issuance of any new Certificate under this Section, the Owner Trustee may require the payment of a sum sufficient to cover any expense, tax or other governmental charge that may be imposed in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of ownership in the Issuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (ia)(i) any mutilated Certificate is surrendered to the Certificate Registrar, Trustee or (ii) the Certificate Registrar receives Depositor and the Trustee receive evidence to its their satisfaction of the destruction, loss or theft of any Certificate, Certificate and of the ownership thereof and (iib) there is delivered to the Certificate Registrar Trustee and the Owner Trustee Depositor such security or indemnity as may be required by them to hold save each of the Trust, the Certificate Registrar and the Owner Trustee them harmless, then, in the absence of notice to receipt by either the Trust, the Certificate Registrar Trustee or the Owner Trustee Depositor of written notice that such Certificate has been acquired by a “protected bona fide purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust and the Owner Trustee shall authenticate and deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor, form, terms and principal amount, as applicable, bearing a number not contemporaneously Outstanding, so that neither gain nor loss in interest shall result from such exchange or substitution. Upon the case issuance of any new Certificate under this Section 4.03, the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Any duplicate Certificate issued pursuant to this Section 4.03 shall constitute complete and indefeasible evidence of the rights of a Holder of the originally issued Certificate as if such duplicate Certificate was originally issued, whether or not the lost, stolen or destroyed Certificate shall be, a at any time, enforceable by anyone and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates of the respective Class, if any, duly issued hereunder. All Certificates surrendered to the Trustee under the terms of this Section 4.03 shall be cancelled and destroyed by the Trustee in accordance with its standard procedures without liability on its part. The provisions of this Section 4.03 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement Certificate, as the case may be, of like tenor and Certificate Percentage Interest. If, after the delivery of such replacement Certificate or payment of a mutilated, destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC), 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 Trust or the Owner Trustee in connection therewithCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is shall become mutilated, destroyed, lost or stolen, the Owner Trustee shall, upon the written request of the Holder of such Certificate, issue and execute, and the Indenture Trustee shall authenticate and deliver, in replacement thereof, as applicable, a new Series SWA 1995 Trust N602SW-I Certificate or a new Series SWA 1995 Trust N602SW Certificate of the same type and having the same maturity, payable to the same Holder in the same principal amount and dated the same date as the Certificate so mutilated, destroyed, lost or stolen. If the Certificate being replaced has become mutilated, such Certificate shall be surrendered to the Certificate Registrar, or Indenture Trustee. If the Certificate Registrar receives evidence to its satisfaction being replaced has been destroyed, lost or stolen, the Holder of the destruction, loss or theft of any Certificate, and (ii) there is delivered such Certificate shall furnish to the Certificate Registrar Owner Trustee and the Owner Indenture Trustee such security or indemnity as may be required by them it to hold each of the Trust, the Certificate Registrar and save the Owner Trustee harmless, then, in and the absence of notice Indenture Trustee harmless and evidence satisfactory to the Trust, the Certificate Registrar or the Owner Trustee that and the Indenture Trustee of the destruction, loss or theft of such Certificate has been acquired by a “protected purchaser” (as defined in and of the Relevant UCC)ownership thereof; provided, however, that if the affected Holder is the Original Holder, the written notice of such destruction, loss or theft and such ownership and the written undertaking of such Holder delivered to the Owner Trustee shall execute on behalf of and the Trust and Indenture Trustee to hold harmless the Owner Trustee shall authenticate and deliverthe Indenture Trustee in respect of the execution, in exchange for, or in lieu of, any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, of like tenor authentication and Certificate Percentage Interest. If, after the delivery of such replacement new Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Personsufficient evidence, except a “protected purchaser” (as defined in the Relevant UCC), security 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 Trust or the Owner Trustee in connection therewithindemnity.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is surrendered to the Certificate RegistrarTrustee, or the Certificate Registrar Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) in the case of any mutilated Certificate, such mutilated Certificate shall first be surrendered to the Trustee, and in the case of any destroyed, lost or stolen Certificate, there is shall be first delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be reasonably required by them it to hold each of the Trust, Trustee and the Certificate Registrar and Insurer harmless (PROVIDED, THAT with respect to an Owner which is an institutional investor with a long-term credit rating of "A" or the Owner Trustee harmlessequivalent thereof or better by the Rating Agencies, a letter of indemnity furnished by it shall be sufficient for this purpose), then, in the absence of notice to the Trust, the Certificate Registrar Trustee or the Owner Trustee Registrar that such Certificate has been acquired by a “protected bona fide purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust and the Owner Trustee shall execute, authenticate and deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, new Certificate of like Class, tenor and aggregate principal amount, bearing a number not contemporaneously outstanding. Upon the issuance of any new Certificate Percentage Interest. Ifunder this Section, after the delivery Registrar or Trustee may require the payment from the transferor or transferee of such replacement the related Certificate or payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto; any other expenses in connection with such issuance shall be an expense of the Trust. Every new Certificate issued pursuant to this Section in exchange for or in lieu of any mutilated, destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, shall constitute evidence of a “protected purchaser” (as defined substitute interest in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC)Trust, and shall be entitled to recover upon all the security benefits of this Agreement equally and proportionately with any and all other Certificates of the same Class duly issued hereunder and such mutilated, destroyed, lost or indemnity provided therefor stolen Certificate shall not be valid for any purpose. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any lossmutilated, damagedestroyed, cost lost or expense incurred by the Trust or the Owner Trustee in connection therewithstolen Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is shall be surrendered to the Certificate Registrar, or of if the Certificate Registrar receives shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (iib) there is shall be delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to hold save each of the Trust, the Certificate Registrar and the Owner Trustee them harmless, then, then in the absence of notice to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has shall have been acquired by a “protected purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust Issuer shall execute and the Owner Trustee Trustee, or Chase, as the Owner Trustee's authenticating agent, shall authenticate and (if the Certificate Registrar is different from the Owner Trustee, then the Certificate Registrar shall) deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, new Certificate of like class, tenor and Certificate Percentage Interestdenomination. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentenceCertificate, a “protected purchaser” (as defined in the Relevant UCC) purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee or the Certificate Registrar shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC), 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 Trust Owner Trustee or the Certificate Registrar in connection therewith. In connection with the issuance of any new Certificate under this Section 3.5, the Owner Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of an ownership interest in Issuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. The provisions of this Section 3.5 are exclusive and shall preclude (to the extent

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is surrendered to the Certificate RegistrarTrustee, or the Certificate Registrar Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) in the case of any mutilated Certificate, such mutilated Certificate shall first be surrendered to the Trustee, and in the case of any destroyed, lost or stolen Certificate, there is shall be first delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be reasonably required by them it to hold each the Trustee harmless (PROVIDED, THAT with respect to an Owner which is an institutional investor, a letter of the Trust, the Certificate Registrar and the Owner Trustee harmlessindemnity furnished by it shall be sufficient for this purpose), then, in the absence of written notice to the Trust, the Certificate Registrar Trustee or the Owner Trustee Registrar that such Certificate has been acquired by a “protected bona fide purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust and the Owner Trustee shall authenticate and deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, new Certificate of like Class, tenor and aggregate principal amount, bearing a number not contemporaneously outstanding. Upon the issuance of any new Certificate Percentage Interest. Ifunder this Section, after the delivery Registrar or Trustee may require the payment from the transferor or transferee of such replacement the related Certificate or payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto; any other expenses in connection with such issuance shall be an expense of the Trust. Every new Certificate issued pursuant to this Section in exchange for or in lieu of any mutilated, destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, shall constitute evidence of a “protected purchaser” (as defined substitute interest in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC)Trust, and shall be entitled to recover upon all the security benefits of this Agreement equally and proportionately with any and all other Certificates of the same Class duly issued hereunder and such mutilated, destroyed, lost or indemnity provided therefor stolen Certificate shall not be valid for any purpose. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any lossmutilated, damagedestroyed, cost lost or expense incurred by the Trust or the Owner Trustee in connection therewithstolen Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is surrendered to the Trustee or the Certificate Registrar, or the Trustee and the Certificate Registrar receives receive evidence to its their satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Trustee and the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to hold save each of the Trust, the Certificate Registrar and the Owner Trustee them harmless, then, in the absence of notice to actual knowledge by the Trust, Trustee or the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “protected bona fide purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust and the Owner Trustee shall authenticate and deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as a new Certificate of the case same Class and of like denomination and Percentage Interest. Upon the issuance of any new Certificate under this Section, the Trustee may be, require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any 100 other expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement CertificateCertificate issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership in the Trust Fund created hereunder, as if originally issued, whether or not the case may belost, of like tenor and stolen or destroyed Certificate Percentage Interestshall be found at any time. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentenceCertificate, a “protected purchaser” (as defined in the Relevant UCC) bona fide purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment or registration such original Certificate, the Trust and Trustee or the Owner Trustee Certificate Registrar shall be entitled to recover such replacement Certificate (or such payment) from the Person person to whom such replacement Certificate it was delivered or any Person person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Persontherefrom, except a “protected bona fide purchaser” (as defined in the Relevant UCC), and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by the Trust Trustee or the Owner Trustee Certificate Registrar in connection therewith.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is surrendered to the Certificate Registrar, Trust Administrator or the Certificate Registrar Trust Administrator receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to each of the Trustee, the Trust Administrator and the Certificate Registrar and the Owner Trustee Insurer such security or indemnity (provided that an unsecured letter of indemnity in a form reasonably satisfactory to the Trustee and the Trust Administrator from a Holder which is an insurance company having long-term unsecured debt which is rated at least investment grade (or having a comparable claim-paying ability rating) and having a minimum net worth of $100,000,000 shall satisfy such requirement) as may be required by them to hold save each of the Trust, the Certificate Registrar and the Owner Trustee them harmless, then, in the absence of notice to actual knowledge by a Responsible Officer of the Trust, the Certificate Registrar Trustee or the Owner Trustee Trust Administrator that such Certificate has been acquired by a “protected bona fide purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute Trustee, or the Trust Administrator on behalf of the Trust Trustee, shall execute and the Owner Trustee or the Trust Administrator shall authenticate and deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as a new Certificate of the case may be, a replacement Certificate, as the case may be, same Class and of like tenor denomination and Certificate Percentage Interest. IfUpon the issuance of any new Certificate under this Section, after the delivery of such replacement Certificate or Trust Administrator may require the payment of a destroyed, lost sum sufficient to cover any tax or stolen other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trust Administrator and the Trustee) connected therewith. Any replacement Certificate issued pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined this Section shall constitute 104 complete and indefeasible evidence of ownership in the Relevant UCC) of Trust, as if originally issued, whether or not the original lost, stolen or destroyed Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or found at any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC), 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 Trust or the Owner Trustee in connection therewithtime.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Certificate Registrar and Registrar, the Owner Trustee and the Trust such security or indemnity as may be required by them to hold each of the Trust, the Certificate Registrar and the Owner Trustee them harmless, then, in the absence of notice to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “protected bona fide purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust and the Owner Trustee shall authenticate and deliver (or shall cause the Authentication Agent to authenticate and deliver), in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate in authorized denominations of a like amount; provided, however, that if any such destroyed, lost or stolen Certificate, as but not a mutilated Certificate, shall have become or within seven days shall be due and payable, then instead of issuing a replacement Certificate the case Owner Trustee may bepay such destroyed, of like tenor and lost or stolen Certificate Percentage Interestwhen so due or payable. If, after the delivery of such a replacement Certificate or payment distribution in respect of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentencesubsection 3.5(a), a “protected purchaser” (as defined in the Relevant UCC) bona fide purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such paymentdistribution) from the Person to whom such replacement Certificate it was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected bona fide purchaser” (as defined in the Relevant UCC), 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 Trust or the Owner Trustee in connection therewith. In connection with the issuance of any replacement Certificate under this Section 3.5, the Owner Trustee may require the payment by the Holder of such Certificate 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 fees and expenses of the Owner Trustee and the Certificate Registrar) connected therewith. Any duplicate Certificate issued pursuant to this Section 3.5 in replacement of any mutilated, destroyed, lost or stolen Certificate shall constitute an original additional contractual obligation of the Trust, whether or not the mutilated, destroyed, lost or stolen Certificate shall be found at any time or be enforced by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. The provisions of this Section 3.5 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 Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If any Certificate shall become mutilated, destroyed, lost or stolen, then upon the written request of the affected Purchaser, the Lessor shall execute and deliver to the affected Purchaser, a new Certificate. Such new Certificate shall be: (i) any mutilated recorded in the name in which such mutilated, destroyed, lost or stolen Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and was recorded; (ii) there is delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to hold each of the Trust, the Certificate Registrar and the Owner Trustee harmless, then, in the absence of notice to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “protected purchaser” (same original face amount as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust and the Owner Trustee shall authenticate and deliver, in exchange for, or in lieu of, any such mutilated, destroyed, lost or stolen Certificate, as ; and (iii) dated the case may be, a replacement Certificate, as the case may be, of like tenor and Certificate Percentage Interest. If, after the delivery date of such replacement mutilated, destroyed, lost or Tandem Health Care of Ohio, Inc. Receivables Purchase Agreement stolen Certificate. If the Certificate being replaced has become mutilated, it shall be surrendered to the Lessor. If the Certificate being replaced has been destroyed, lost or payment stolen, the affected Purchaser shall furnish to the Lessor such security or indemnity as reasonably may be required by it to save the Lessor harmless from any loss and evidence satisfactory to the Lessor of a the destruction, loss or theft of such Certificate and the ownership thereof. Upon request, the Administrative Agent shall advise the affected Purchaser, of: (i) the aggregate principal amount of, and the aggregate accrued ROC on, such mutilated, destroyed, lost or stolen Certificate pursuant that was paid to the proviso affected Purchaser, thereof at any time prior to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee delivery of such Personnew Certificate; and (ii) the date to which ROC on such mutilated, except a “protected purchaser” (as defined in the Relevant UCC)destroyed, and shall be entitled to recover upon the security lost or indemnity provided therefor stolen Certificate had been paid to the extent affected Purchaser, thereof at the time of any loss, damage, cost or expense incurred by the Trust or the Owner Trustee in connection therewithsuch delivery.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i1) any mutilated Certificate is surrendered to the Certificate Registrar, Registrar or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii2) there is delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to hold each of the Trust, the Certificate Registrar to save the Certificate Registrar, the Trustee and the Owner Trustee Securities Administrator harmless, then, in the absence of notice to the TrustTrustee, the Securities Administrator or the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “protected bona fide purchaser” (as defined in the Relevant UCC), the Owner Trustee Securities Administrator shall execute on behalf of and upon its request the Trust and the Owner Trustee Certificate Registrar shall authenticate and deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as a new Certificate or Certificates of the case may besame tenor, aggregate initial principal balance (or Percentage Interest) and Class bearing a replacement number not contemporaneously outstanding; provided, however, that if the entire remaining principal balance of any such mutilated, destroyed, lost or stolen Certificate shall have become or shall be about to become distributable, or shall have become subject to retirement in full, instead of issuing a new Certificate, as the case Securities Administrator may bemake such distribution of principal with respect to such Certificate without surrender thereof, of like tenor and except that any mutilated Certificate Percentage Interestshall be surrendered. If, after the delivery of such replacement new Certificate or payment distribution of the entire remaining principal balance of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) bona fide purchaser of the original Certificate in lieu of which such replacement new Certificate was issued (or such distribution was made) presents for payment such original Certificate, the Trust Securities Administrator and the Owner Trustee Certificate Registrar shall be entitled to recover such replacement new Certificate (or such paymentdistribution) from the Person to whom such replacement Certificate it was delivered or any Person taking such replacement new Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected bona fide purchaser” (as defined in the Relevant UCC), and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by the Trust Securities Administrator or the Owner Trustee Certificate Registrar in connection therewith. Upon the issuance of any new Certificate under this Section, the Securities Administrator or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Every new Certificate issued pursuant to this Section in lieu of any destroyed, lost or stolen Certificate shall constitute an original additional interest in the Trust Fund, whether or not the destroyed, lost or stolen Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates of the same Class duly issued hereunder. The provisions of this Section 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 Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) In case any Limestone Certificate becomes mutilated or defaced or lost, destroyed or stolen, then on the terms herein set forth, and not otherwise, the Trustee on behalf of the Trust shall execute, authenticate and deliver to the registered Certificateholder a new Limestone Certificate of like tenor and date, and bearing such identifying number or designation as the Trustee may determine, in exchange and substitution for, and upon cancellation of, the mutilated or defaced Limestone Certificate, or in lieu of and in substitution for the same if lost, destroyed or stolen. The applicant for a new Limestone Certificate pursuant to this Section 4.06 shall, in the case of any mutilated or defaced Limestone Certificate, surrender such Limestone Certificate is surrendered to the Certificate RegistrarTrustee and furnish to the Trustee, in the case of any lost, destroyed or stolen Limestone Certificate, evidence satisfactory to the Certificate Registrar receives Trustee of such loss, destruction or theft and, in each case, evidence satisfactory to its satisfaction the Trustee of the destruction, loss or theft ownership and authenticity of any Certificate, such Limestone Certificate and (ii) there is delivered to the Certificate Registrar shall pay all expenses and the Owner Trustee charges of such substitution and furnish such security or indemnity as may be reasonably required by them the Trustee to hold each of indemnify and defend and save the Trust, the Certificate Registrar Trustee and the Owner Trust harmless (provided, that the unsecured agreement of indemnity of any Certificateholder shall be deemed satisfactory, it being understood, that the Trustee harmlessmay reasonably request information necessary to establish that any such holder is a Qualified Purchaser). Any defaced or mutilated Limestone Certificate shall be destroyed by the Trustee, thenor retained in accordance with its standard retention policy, in the absence upon delivery by it of notice a new Limestone Certificate to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “protected purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust and the Owner Trustee shall authenticate and deliver, in exchange for, or in lieu of, any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, of like tenor and Certificate Percentage Interest. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC), 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 Trust or the Owner Trustee in connection therewithCertificateholder.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) In case any Certificate shall become mutilated or be destroyed, lost or stolen, the Company in its discretion may execute, and at the written direction of the Company, the Trustee shall authenticate and make available for delivery, a new Certificate bearing a number not contemporaneously outstanding in exchange and substitution for the mutilated Certificate is surrendered or in lieu of and in substitution for the Certificate so destroyed, lost or stolen. The Trustee may charge such applicant for the expenses of the Trustee in replacing a Certificate. In every case the applicant for a substituted Certificate shall furnish to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Certificate Registrar Company and the Owner Trustee such security or indemnity as may be required by them to hold save each of the Trustthem harmless from any loss, liability, cost or expense caused by or connected with such substitution, and in every case of destruction, loss or theft, the Certificate Registrar applicant shall also furnish to the Company and the Owner Trustee harmlessevidence to their satisfaction of the destruction, then, in loss or theft of such Certificate and of the absence of notice ownership thereof. Every substitute Certificate issued pursuant to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “protected purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf provisions of the Trust and the Owner Trustee shall authenticate and deliver, in exchange for, or this Section 2.6 in lieu ofof any Certificate that is destroyed, lost or stolen shall be enforceable by the holder thereof, and shall be entitled to all the benefits of (but shall be subject to all the limitations set forth in) this Indenture equally and proportionately with any such and all other Certificates duly issued hereunder. To the extent permitted by law, all Certificates shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment or conversion of mutilated, destroyed, lost or stolen Certificate, as Certificates and shall preclude any and all other rights or remedies notwithstanding any law or statute existing or hereafter enacted to the case may be, a contrary with respect to the replacement Certificate, as the case may be, of like tenor and Certificate Percentage Interest. If, after the delivery of such replacement Certificate or payment or conversion of a destroyed, lost negotiable instruments or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC), 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 Trust or the Owner Trustee in connection therewithother securities without their surrender.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is shall become mutilated, destroyed, lost or stolen, the Owner Trustee shall, upon the written request of the Holder of such Certificate, issue and execute, and the Indenture Trustee shall authenticate and deliver, in replacement thereof, as applicable, a new Series SWA 1996 Trust N620SW-I Certificate or a new Series SWA 1996 Trust N620SW Certificate of the same type and having the same maturity, payable to the same Holder in the same principal amount and dated the same date as the Certificate so mutilated, destroyed, lost or stolen. If the Certificate being replaced has become mutilated, such Certificate shall be surrendered to the Certificate Registrar, or Indenture Trustee. If the Certificate Registrar receives evidence to its satisfaction being replaced has been destroyed, lost or stolen, the Holder of the destruction, loss or theft of any Certificate, and (ii) there is delivered such Certificate shall furnish to the Certificate Registrar Owner Trustee and the Owner Indenture Trustee such security or indemnity as may be required by them it to hold each of the Trust, the Certificate Registrar and save the Owner Trustee harmless, then, in and the absence of notice Indenture Trustee harmless and evidence satisfactory to the Trust, the Certificate Registrar or the Owner Trustee that and the Indenture Trustee of the destruction, loss or theft of such Certificate has been acquired by a “protected purchaser” (as defined in and of the Relevant UCC)ownership thereof; provided, however, that if the affected Holder is the Original Holder, the written notice of such destruction, loss or theft and such ownership and the written undertaking of such Holder delivered to the Owner Trustee shall execute on behalf of and the Trust and Indenture Trustee to hold harmless the Owner Trustee shall authenticate and deliverthe Indenture Trustee in respect of the execution, in exchange for, or in lieu of, any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, of like tenor authentication and Certificate Percentage Interest. If, after the delivery of such replacement new Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Personsufficient evidence, except a “protected purchaser” (as defined in the Relevant UCC), security 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 Trust or the Owner Trustee in connection therewithindemnity.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is shall become mutilated, destroyed, lost or stolen, the Owner Trustee shall, upon the written request of the Holder of such Certificate, issue and execute, and the Indenture Trustee shall authenticate and deliver, in replacement thereof, as applicable, a new Series SWA 1995 Trust N604SW-I Certificate or a new Series SWA 1995 Trust N604SW Certificate of the same type and having the same maturity, payable to the same Holder in the same principal amount and dated the same date as the Certificate so mutilated, destroyed, lost or stolen. If the Certificate being replaced has become mutilated, such Certificate shall be surrendered to the Certificate Registrar, or Indenture Trustee. If the Certificate Registrar receives evidence to its satisfaction being replaced has been destroyed, lost or stolen, the Holder of the destruction, loss or theft of any Certificate, and (ii) there is delivered such Certificate shall furnish to the Certificate Registrar Owner Trustee and the Owner Indenture Trustee such security or indemnity as may be required by them it to hold each of the Trust, the Certificate Registrar and save the Owner Trustee harmless, then, in and the absence of notice Indenture Trustee harmless and evidence satisfactory to the Trust, the Certificate Registrar or the Owner Trustee that and the Indenture Trustee of the destruction, loss or theft of such Certificate has been acquired by a “protected purchaser” (as defined in and of the Relevant UCC)ownership thereof; provided, however, that if the affected Holder is the Original Holder, the written notice of such destruction, loss or theft and such ownership and the written undertaking of such Holder delivered to the Owner Trustee shall execute on behalf of and the Trust and Indenture Trustee to hold harmless the Owner Trustee shall authenticate and deliverthe Indenture Trustee in respect of the execution, in exchange for, or in lieu of, any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, of like tenor authentication and Certificate Percentage Interest. If, after the delivery of such replacement new Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Personsufficient evidence, except a “protected purchaser” (as defined in the Relevant UCC), security 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 Trust or the Owner Trustee in connection therewithindemnity.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is shall be surrendered to the Certificate Registrar, or of if the Certificate Registrar receives shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (iib) there is shall be delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to hold save each of the Trust, the Certificate Registrar and the Owner Trustee them harmless, then, then in the absence of notice to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has shall have been acquired by a “protected purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust Issuer shall execute and the Owner Trustee Trustee, or JPMorgan Chase, as the Owner Trustee's authenticating agent, shall authenticate and (if the Certificate Registrar is different from the Owner Trustee, then the Certificate Registrar shall) deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, new Certificate of like class, tenor and Certificate Percentage Interestdenomination. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentenceCertificate, a “protected purchaser” (as defined in the Relevant UCC) purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee or the Certificate Registrar shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC), 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 Trust Owner Trustee or the Certificate Registrar in connection therewith. In connection with the issuance of any new Certificate under this Section 3.5, the Owner Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of an ownership interest in Issuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. The provisions of this Section 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement of mutilated, destroyed, lost or stolen Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. If ------------------------------------------------- (a) If (ia)(i) any mutilated Certificate is surrendered to the Certificate Registrar, Trustee or (ii) the Certificate Registrar receives Depositor and the Trustee receive evidence to its their satisfaction of the destruction, loss or theft of any Certificate, Certificate and of the ownership thereof and (iib) there is delivered to the Certificate Registrar Trustee and the Owner Trustee Depositor such security or indemnity as may be required by them to hold save each of the Trust, the Certificate Registrar and the Owner Trustee them harmless, then, in the absence of notice to receipt by either the Trust, the Certificate Registrar Trustee or the Owner Trustee Depositor of written notice that such Certificate has been acquired by a “protected bona fide purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust and the Owner Trustee shall authenticate and deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor, form, terms and principal amount, as applicable, bearing a number not contemporaneously Outstanding, so that neither gain nor loss in interest shall result from such exchange or substitution. Upon the case issuance of any new Certificate under this Section 4.03, the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith. Any duplicate Certificate issued pursuant to this Section 4.03 shall constitute complete and indefeasible evidence of the rights of a Holder of the originally issued Certificate as if such duplicate Certificate was originally issued, whether or not the lost, stolen or destroyed Certificate shall be, a at any time, enforceable by anyone and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates of the respective Class, if any, duly issued hereunder. All Certificates surrendered to the Trustee under the terms of this Section 4.03 shall be cancelled and destroyed by the Trustee in accordance with its standard procedures without liability on its part. The provisions of this Section 4.03 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement Certificate, as the case may be, of like tenor and Certificate Percentage Interest. If, after the delivery of such replacement Certificate or payment of a mutilated, destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC), 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 Trust or the Owner Trustee in connection therewithCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is surrendered to the Certificate RegistrarTrustee, or the Certificate Registrar Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Certificate or Originator's Certificate, and (ii) in the case of any mutilated Certificate or Originator's Certificate, such mutilated Certificate or Originator's Certificate shall first be surrendered to the Trustee, and in the case of any destroyed, lost or stolen Certificate or Originator's Certificate, there is shall be first delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be reasonably required by them it to hold each the Trustee harmless (provided, that with respect to an Owner which is an insurance company, a letter of the Trust, the Certificate Registrar and the Owner Trustee harmlessindemnity furnished by it shall be sufficient for this purpose), then, in the absence of notice to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate or Originator's Certificate has been acquired by a “protected bona fide purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust and the Owner Trustee shall execute, authenticate and deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate or Originator's Certificate, as the case may be, a replacement Certificate, as the case may be, new Certificate of like Class, tenor and Certificate Percentage Interestaggregate principal amount, bearing a number not contemporaneously outstanding or a new Originator's Certificate. If, after Upon the delivery issuance of such replacement any new Certificate or Originator's Certificate under this Section, the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto; any other expenses in connection with such issuance shall be an expense of the Trust. Every new Certificate issued pursuant to this Section in exchange for or in lieu of any mutilated, destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, shall constitute evidence of a “protected purchaser” (as defined substitute interest in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC)Trust, and shall be entitled to recover upon all the security benefits of this Agreement equally and proportionately with any and all other Certificates of the same Class duly issued hereunder and such mutilated, destroyed, lost or indemnity provided therefor stolen Certificate shall not be valid for any purpose. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of any lossmutilated, damagedestroyed, cost lost or expense incurred by the Trust stolen Certificates or the Owner Trustee in connection therewithOriginator's Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is shall become mutilated, destroyed, lost or stolen, the Owner Trustee shall, upon the written request of the Holder of such Certificate, issue and execute, and the Indenture Trustee shall authenticate and deliver, in replacement thereof, as applicable, a new Series SWA 1995 Trust N397SW-I Certificate or a new Series SWA 1995 Trust N397SW Certificate of the same type and having the same maturity, payable to the same Holder in the same principal amount and dated the same date as the Certificate so mutilated, destroyed, lost or stolen. If the Certificate being replaced has become mutilated, such Certificate shall be surrendered to the Certificate Registrar, or Indenture Trustee. If the Certificate Registrar receives evidence to its satisfaction being replaced has been destroyed, lost or stolen, the Holder of the destruction, loss or theft of any Certificate, and (ii) there is delivered such Certificate shall furnish to the Certificate Registrar Owner Trustee and the Owner Indenture Trustee such security or indemnity as may be required by them it to hold each of the Trust, the Certificate Registrar and save the Owner Trustee harmless, then, in and the absence of notice Indenture Trustee harmless and evidence satisfactory to the Trust, the Certificate Registrar or the Owner Trustee that and the Indenture Trustee of the destruction, loss or theft of such Certificate has been acquired by a “protected purchaser” (as defined in and of the Relevant UCC)ownership thereof; provided, however, that if the affected Holder is the Original Holder, the written notice of such destruction, loss or theft and such ownership and the written undertaking of such Holder delivered to the Owner Trustee shall execute on behalf of and the Trust and Indenture Trustee to hold harmless the Owner Trustee shall authenticate and deliverthe Indenture Trustee in respect of the execution, in exchange for, or in lieu of, any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, of like tenor authentication and Certificate Percentage Interest. If, after the delivery of such replacement new Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Personsufficient evidence, except a “protected purchaser” (as defined in the Relevant UCC), security 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 Trust or the Owner Trustee in connection therewithindemnity.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is surrendered shall become mutilated, destroyed, lost or stolen, then upon the written request of the Holder thereof, the Grantor shall execute and deliver to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Certificate Registrar Trustee and the Owner Trustee such security or indemnity as may be required by them to hold each of the Trust, the Certificate Registrar and the Owner Trustee harmless, then, in the absence of notice to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “protected purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust and the Owner Trustee shall authenticate and deliverdeliver to such Holder (at the expense of such Holder), a new Certificate. Such new Certificate shall be: (i) registered in exchange forthe name in which such mutilated, destroyed, lost or stolen Certificate was registered; (ii) in lieu of, any the same original investment amount as such mutilated, destroyed, lost or stolen Certificate, as ; and (iii) dated the case may be, a replacement Certificate, as the case may be, of like tenor and Certificate Percentage Interest. If, after the delivery date of such replacement mutilated, destroyed, lost or stolen Certificate. If the Certificate being replaced has become mutilated, it shall be surrendered to the Trustee. If the Certificate being replaced has been destroyed, lost or payment stolen, the Holder thereof shall furnish to the Grantor and the Trustee such security or indemnity as reasonably may be required by Trustee to save the Trustee harmless from any loss, however remote (including claims for investment of and Yield on, such destroyed, lost or stolen Certificate), and evidence satisfactory to the Grantor and the Trustee of the destruction, loss or theft of such Certificate and the ownership thereof. Each Certificate issued pursuant to this SECTION 4.4 shall bear a notation by the Trustee of: (i) the aggregate amounts of investment of such mutilated, destroyed, lost or stolen Certificate pursuant that was paid to any holder thereof at any time prior to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee delivery of such Personnew Certificate; and (ii) the date to which yield on such mutilated, except a “protected purchaser” (as defined in destroyed, lost or stolen Certificate had been paid to any holder thereof at the Relevant UCC), and shall be entitled to recover upon the security or indemnity provided therefor to the extent time of any loss, damage, cost or expense incurred by the Trust or the Owner Trustee in connection therewithsuch delivery.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is shall become mutilated, destroyed, lost or stolen, the Owner Trustee shall, upon the written request of the Holder of such Certificate, issue and execute, and the Indenture Trustee shall authenticate and deliver, in replacement thereof, as applicable, a new Series SWA 1995 Trust N396SW-I Certificate or a new Series SWA 1995 Trust N396SW Certificate of the same type and having the same maturity, payable to the same Holder in the same principal amount and dated the same date as the Certificate so mutilated, destroyed, lost or stolen. If the Certificate being replaced has become mutilated, such Certificate shall be surrendered to the Certificate Registrar, or Indenture Trustee. If the Certificate Registrar receives evidence to its satisfaction being replaced has been destroyed, lost or stolen, the Holder of the destruction, loss or theft of any Certificate, and (ii) there is delivered such Certificate shall furnish to the Certificate Registrar Owner Trustee and the Owner Indenture Trustee such security or indemnity as may be required by them it to hold each of the Trust, the Certificate Registrar and save the Owner Trustee harmless, then, in and the absence of notice Indenture Trustee harmless and evidence satisfactory to the Trust, the Certificate Registrar or the Owner Trustee that and the Indenture Trustee of the destruction, loss or theft of such Certificate has been acquired by a “protected purchaser” (as defined in and of the Relevant UCC)ownership thereof; provided, however, that if the affected Holder is the Original Holder, the written notice of such destruction, loss or theft and such ownership and the written undertaking of such Holder delivered to the Owner Trustee shall execute on behalf of and the Trust and Indenture Trustee to hold harmless the Owner Trustee shall authenticate and deliverthe Indenture Trustee in respect of the execution, in exchange for, or in lieu of, any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, of like tenor authentication and Certificate Percentage Interest. If, after the delivery of such replacement new Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Personsufficient evidence, except a “protected purchaser” (as defined in the Relevant UCC), security 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 Trust or the Owner Trustee in connection therewithindemnity.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i1) any mutilated Certificate is surrendered to the Certificate Registrar, Registrar or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii2) there is delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them the Certificate Registrar to hold each of the Trust, save the Certificate Registrar and the Owner Trustee harmless, then, in the absence of notice to the Trust, Trustee or the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “protected bona fide purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of and upon its request the Trust and the Owner Trustee Certificate Registrar shall authenticate and deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as a new Certificate or Certificates of the case may besame tenor, aggregate initial principal balance (or Percentage Interest) and Class bearing a replacement number not contemporaneously outstanding; provided, however, that if the entire remaining principal balance of any such mutilated, destroyed, lost or stolen Certificate shall have become or shall be about to become distributable, or shall have become subject to retirement in full, instead of issuing a new Certificate, as the case Trustee may bemake such distribution of principal with respect to such Certificate without surrender thereof, of like tenor and except that any mutilated Certificate Percentage Interestshall be surrendered. If, after the delivery of such replacement new Certificate or payment distribution of the entire remaining principal balance of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) bona fide purchaser of the original Certificate in lieu of which such replacement new Certificate was issued (or such distribution was made) presents for payment such original Certificate, the Trust Trustee and the Owner Trustee Certificate Registrar shall be entitled to recover such replacement new Certificate (or such paymentdistribution) from the Person to whom such replacement Certificate it was delivered or any Person taking such replacement new Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected bona fide purchaser” (as defined in the Relevant UCC), and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by the Trust Trustee or the Owner Trustee Certificate Registrar in connection therewith. Upon the issuance of any new Certificate under this Section, the Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Every new Certificate issued pursuant to this Section in lieu of any destroyed, lost or stolen Certificate shall constitute an original additional interest in the Trust Fund, whether or not the destroyed, lost or stolen Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates of the same Class duly issued hereunder. The provisions of this Section 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 Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is shall be surrendered to the Certificate Registrar, or of if the Certificate Registrar receives shall receive evidence to its satisfaction of the destruction, loss or theft of any Certificate, Certificate and (iib) there is shall be delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to hold save each of the Trust, the Certificate Registrar and the Owner Trustee them harmless, then, then in the absence of notice to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has shall have been acquired by a “protected purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust Issuer shall execute and the Owner Trustee Trustee, or JPMorgan Chase Bank, as the Owner Trustee's authenticating agent, shall authenticate and (if the Certificate Registrar is different from the Owner Trustee, then the Certificate Registrar shall) deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, new Certificate of like class, tenor and Certificate Percentage Interestdenomination. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentenceCertificate, a “protected purchaser” (as defined in the Relevant UCC) purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee or the Certificate Registrar shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC), 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 Trust Owner Trustee or the Certificate Registrar in connection therewith. In connection with the issuance of any new Certificate under this SECTION 3.5, the Owner Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of an ownership interest in Issuer, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. The provisions of this SECTION 3.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement of mutilated, destroyed, lost or stolen Certificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) In case any mutilated Certificate is surrendered shall become mutilated, destroyed, lost or stolen, the Depositor shall execute, and the Trustee shall authenticate and deliver, a new Certificate or Certificates of like series and tenor, bearing a number not contemporaneously outstanding in an aggregate principal amount equal to the current principal balance of, and in substitution for, the Certificate Registrarso mutilated, destroyed, lost or stolen. In every such case, the applicant for a substitute Certificate shall, at the expense of the applicant, furnish to the Depositor, the Trustee, the Certificate Registrar receives and any Certificate Co-Registrar such certificate or indemnity as may be required by them to save each of them harmless. Also, in every case of destruction, loss or theft, the applicant shall furnish to the Depositor, the Trustee, the Certificate Registrar and any Certificate Co-Registrar evidence to its their satisfaction of the destruction, loss or theft of such Certificate and of the ownership thereof. In every case of mutilation, the applicant shall surrender to the Trustee the Certificate so mutilated. The Trustee shall authenticate any such substitute Certificate and deliver the same. Upon the issuance of any substitute Certificate, the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and (ii) there is delivered to any other expenses connected therewith. If required by the Certificate Registrar Trustee or the Depositor, such applicant shall furnish an indemnity bond sufficient in the judgment of the Depositor and the Owner Trustee such security or indemnity as may be required by them to hold each of protect the TrustDepositor, the Trustee, any paying agent, the Certificate Registrar and any Certificate Co-Registrar from any loss which any of them may suffer if a Certificate is replaced. In case any Certificate shall have become mutilated, destroyed, lost or stolen, at maturity thereof the Owner Trustee harmless, then, in may pay or authorize the absence payment of notice the same instead of issuing a substitute Certificate as permitted by this SECTION 4.07. Every substitute Certificate issued pursuant to the Trustprovisions of this SECTION 4.07 by virtue of the fact that any Certificate is destroyed, lost or stolen shall constitute an additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Certificate shall at any time be found by anyone, and shall be entitled to all the benefits and is subject to all the terms and conditions of this Agreement equally and proportionately, with any and all other Certificates duly issued and outstanding hereunder. All Certificates shall be held and owned upon the express condition that, to the extent permitted by law, the Certificate Registrar foregoing provisions are exclusive with respect to the replacement or the Owner Trustee that such Certificate has been acquired by a “protected purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf payment of the Trust and the Owner Trustee shall authenticate and deliver, in exchange for, or in lieu of, any such mutilated, destroyed, lost or stolen CertificateCertificates and shall preclude any and all other rights or remedies, as notwithstanding any law or statute now existing or hereafter enacted to the case may be, a contrary with respect to the replacement Certificate, as the case may be, of like tenor and Certificate Percentage Interest. If, after the delivery of such replacement Certificate or payment of a destroyed, lost negotiable instruments or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC), 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 Trust or the Owner Trustee in connection therewithother Certificates without their surrender.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is shall become mutilated, destroyed, lost or stolen, the Owner Trustee shall, upon the written request of the Holder of such Certificate, issue and execute, and the Indenture Trustee shall authenticate and deliver, in replacement thereof, as applicable, a new Series SWA 1995 Trust N603SW-I Certificate or a new Series SWA 1995 Trust N603SW Certificate of the same type and having the same maturity, payable to the same Holder in the same principal amount and dated the same date as the Certificate so mutilated, destroyed, lost or stolen. If the Certificate being replaced has become mutilated, such Certificate shall be surrendered to the Certificate Registrar, or Indenture Trustee. If the Certificate Registrar receives evidence to its satisfaction being replaced has been destroyed, lost or stolen, the Holder of the destruction, loss or theft of any Certificate, and (ii) there is delivered such Certificate shall furnish to the Certificate Registrar Owner Trustee and the Owner Indenture Trustee such security or indemnity as may be required by them it to hold each of the Trust, the Certificate Registrar and save the Owner Trustee harmless, then, in and the absence of notice Indenture Trustee harmless and evidence satisfactory to the Trust, the Certificate Registrar or the Owner Trustee that and the Indenture Trustee of the destruction, loss or theft of such Certificate has been acquired by a “protected purchaser” (as defined in and of the Relevant UCC)ownership thereof; provided, however, that if the affected Holder is the Original Holder, the written notice of such destruction, loss or theft and such ownership and the written undertaking of such Holder delivered to the Owner Trustee shall execute on behalf of and the Trust and Indenture Trustee to hold harmless the Owner Trustee shall authenticate and deliverthe Indenture Trustee in respect of the execution, in exchange for, or in lieu of, any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, of like tenor authentication and Certificate Percentage Interest. If, after the delivery of such replacement new Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Personsufficient evidence, except a “protected purchaser” (as defined in the Relevant UCC), security 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 Trust or the Owner Trustee in connection therewithindemnity.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to hold each of the Trust, the Certificate Registrar and the Owner Trustee harmless, then, in the absence of notice to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “protected purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust and the Owner Trustee shall authenticate and deliver, in exchange for, or in lieu of, any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, of like tenor and denomination; provided, however, that if any such destroyed, -------- ------- lost or stolen Certificate, but not a mutilated Certificate, shall have become or within seven (7) days of the Certificate Percentage InterestRegistrar's receipt of evidence to its satisfaction of such destruction, loss or theft shall be due and payable, or shall have been called for prepayment in whole pursuant to Section 9.2, instead of issuing a replacement Certificate, the Owner Trustee may direct the Paying Agent to pay such destroyed, lost or stolen Certificate when so due or payable or upon the Prepayment Date without surrender thereof. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC), 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 Trust or the Owner Trustee in connection therewith.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is surrendered to the Trustee or the Certificate Registrar, or the Trustee and the Certificate Registrar receives receive evidence to its their satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Trustee and the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to hold save each of the Trust, the Certificate Registrar and the Owner Trustee them harmless, then, in the absence of notice to actual knowledge by the Trust, Trustee or the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “protected bona fide purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust and the Owner Trustee shall authenticate and deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as a new Certificate of the case same Class and of like denomination and Percentage Interest. Upon the issuance of any new Certificate under this Section, the Trustee may be, require the payment of a sum sufficient 91 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 Certificate Registrar) connected therewith. Any replacement CertificateCertificate issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership in the Trust Fund created hereunder, as if originally issued, whether or not the case may belost, of like tenor and stolen or destroyed Certificate Percentage Interestshall be found at any time. If, after the delivery of such replacement Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentenceCertificate, a “protected purchaser” (as defined in the Relevant UCC) bona fide purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment or registration such original Certificate, the Trust and Trustee or the Owner Trustee Certificate Registrar shall be entitled to recover such replacement Certificate (or such payment) from the Person person to whom such replacement Certificate it was delivered or any Person person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Persontherefrom, except a “protected bona fide purchaser” (as defined in the Relevant UCC), and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense expenses incurred by the Trust Trustee or the Owner Trustee Certificate Registrar in connection therewith.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (ia)(i) any mutilated Certificate is surrendered to the Certificate Registrar, Owner Trustee or (ii) the Certificate Registrar receives Depositor and the Owner Trustee receive evidence to its their satisfaction of the destruction, loss or theft of any Certificate, Certificate and of the ownership thereof and (iib) there is delivered to the Certificate Registrar Owner Trustee and the Owner Trustee Depositor such security or indemnity as may be required by them to hold save each of the Trust, the Certificate Registrar and the Owner Trustee them harmless, then, in the absence of notice to the Trust, the Certificate Registrar or receipt by either the Owner Trustee or the Depositor of written notice that such Certificate has been acquired by a “protected bona fide purchaser” (as defined in the Relevant UCC), the Owner Trustee shall execute on behalf of the Trust and the Owner Trustee shall authenticate and deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor, form, terms and principal amount, as applicable, bearing a number not contemporaneously Outstanding, so that neither gain nor loss in interest shall result from such exchange or substitution. Upon the case issuance of any new Certificate under this Section 4.03, the Owner Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Owner Trustee) connected therewith. Any duplicate Certificate issued pursuant to this Section 4.03 shall constitute complete and indefeasible evidence of the rights of a Holder of the originally issued Certificate as if such duplicate Certificate was originally issued, whether or not the lost, stolen or destroyed Certificate shall be, a at any time, enforceable by anyone and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Certificates duly issued hereunder. All Certificates surrendered to the Owner Trustee under the terms of this Section 4.03 shall be canceled and destroyed by the Owner Trustee in accordance with its standard procedures without liability on its part. The provisions of this Section 4.03 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement Certificate, as the case may be, of like tenor and Certificate Percentage Interest. If, after the delivery of such replacement Certificate or payment of a mutilated, destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC), 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 Trust or the Owner Trustee in connection therewithCertificates.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is surrendered to the Certificate RegistrarRegistrar (or Bankers Trust Company Luxembourg S.A. and any agent appointed for such purpose in Hong Kong with respect to the Definitive Certificates), or the Certificate Registrar (or Bankers Trust Company Luxembourg S.A. and any agent appointed for for such purpose in Hong Kong) receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Certificate Registrar (or Bankers Trust Company Luxembourg S.A. and any agent appointed for such purpose in Hong Kong with respect to the Definitive Certificates) and the Owner 1997-A Securitization Trustee such security or indemnity as may be required by them to hold save each of the Trust, the Certificate Registrar them and the Owner Trustee 1997-A Securitization Trust harmless, then, in the absence of notice to the Trust, the Certificate Registrar or the Owner Trustee that such Certificate has been acquired by a “protected bona fide purchaser” (as defined in the Relevant UCC), the Owner 1997-A Securitization Trustee shall execute on behalf of the 1997-A Securitization Trust shall execute and the Owner 1997-A Securitization Trustee shall authenticate and deliver, in exchange for, for or in lieu of, of any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, new Certificate of like tenor and Certificate Percentage Interest. IfIn connection with the issuance of any new Certificate under this Section, after the delivery of such replacement Certificate or 1997-A Securitization Trustee may require the payment by the Holder of a destroyed, lost sum sufficient to cover any tax or stolen other governmental charge that may be imposed in relation thereto. Any duplicate Certificate issued pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined this Section shall constitute complete and indefeasible evidence of ownership in the Relevant UCC) 1997-A Securitization Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time, and any such lost, stolen or destroyed Certificate shall, upon issuance of the original Certificate in lieu of which any such replacement Certificate was issued presents for payment such original duplicate Certificate, the Trust be null, void and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Person, except a “protected purchaser” (as defined in the Relevant UCC), 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 Trust or the Owner Trustee in connection therewithno effect.

Mutilated, Destroyed, Lost or Stolen Certificates. (a) If (i) any mutilated Certificate is shall become mutilated, destroyed, lost or stolen, the Owner Trustee shall, upon the written request of the Holder of such Certificate, issue and execute, and the Indenture Trustee shall authenticate and deliver, in replacement thereof, as applicable, a new Series SWA 1995 Trust N605SW-I Certificate or a new Series SWA 1995 Trust N605SW Certificate of the same type and having the same maturity, payable to the same Holder in the same principal amount and dated the same date as the Certificate so mutilated, destroyed, lost or stolen. If the Certificate being replaced has become mutilated, such Certificate shall be surrendered to the Certificate Registrar, or Indenture Trustee. If the Certificate Registrar receives evidence to its satisfaction being replaced has been destroyed, lost or stolen, the Holder of the destruction, loss or theft of any Certificate, and (ii) there is delivered such Certificate shall furnish to the Certificate Registrar Owner Trustee and the Owner Indenture Trustee such security or indemnity as may be required by them it to hold each of the Trust, the Certificate Registrar and save the Owner Trustee harmless, then, in and the absence of notice Indenture Trustee harmless and evidence satisfactory to the Trust, the Certificate Registrar or the Owner Trustee that and the Indenture Trustee of the destruction, loss or theft of such Certificate has been acquired by a “protected purchaser” (as defined in and of the Relevant UCC)ownership thereof; provided, however, that if the affected Holder is the Original Holder, the written notice of such destruction, loss or theft and such ownership and the written undertaking of such Holder delivered to the Owner Trustee shall execute on behalf of and the Trust and Indenture Trustee to hold harmless the Owner Trustee shall authenticate and deliverthe Indenture Trustee in respect of the execution, in exchange for, or in lieu of, any such mutilated, destroyed, lost or stolen Certificate, as the case may be, a replacement Certificate, as the case may be, of like tenor authentication and Certificate Percentage Interest. If, after the delivery of such replacement new Certificate or payment of a destroyed, lost or stolen Certificate pursuant to the proviso to the preceding sentence, a “protected purchaser” (as defined in the Relevant UCC) of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the Trust and the Owner Trustee shall be entitled to recover such replacement Certificate (or such payment) from the Person to whom such replacement Certificate was delivered or any Person taking such replacement Certificate from such Person to whom such replacement Certificate was delivered or any assignee of such Personsufficient evidence, except a “protected purchaser” (as defined in the Relevant UCC), security 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 Trust or the Owner Trustee in connection therewithindemnity.