COMPANY, THE APPLICABLE REGISTRAR
AND THE TRUSTEE SUCH SECURITY OR INDEMNITY AS WILL BE REQUIRED BY THEM TO SAVE
EACH OF THEM HARMLESS, THEN, IN THE ABSENCE OF NOTICE TO THE COMPANY, SUCH
REGISTRAR OR THE TRUSTEE THAT SUCH SECURITY HAS BEEN ACQUIRED BY A BONA FIDE
PURCHASER, THE COMPANY SHALL EXECUTE, AND UPON ITS WRITTEN REQUEST THE TRUSTEE
SHALL AUTHENTICATE AND DELIVER, IN EXCHANGE FOR ANY SUCH MUTILATED SECURITY OR
IN LIEU OF ANY SUCH DESTROYED, LOST OR STOLEN SECURITY, A NEW SECURITY OF LIKE
TENOR AND PRINCIPAL AMOUNT, BEARING A NUMBER NOT CONTEMPORANEOUSLY OUTSTANDING.
(B)
IF ANY SUCH MUTILATED, DESTROYED, LOST OR
STOLEN SECURITY HAS BECOME OR IS ABOUT TO BECOME DUE AND PAYABLE, OR IS ABOUT TO
BE PURCHASED BY THE COMPANY PURSUANT TO ARTICLE 3, OR CONVERTED PURSUANT TO
ARTICLE 4, THE COMPANY IN ITS DISCRETION MAY, INSTEAD OF ISSUING A NEW SECURITY,
PAY, PURCHASE OR CONVERT SUCH SECURITY, AS THE CASE MAY BE.
(C)
UPON THE ISSUANCE OF ANY NEW SECURITIES
UNDER THIS SECTION 2.07, THE COMPANY MAY REQUIRE THE PAYMENT OF A SUM SUFFICIENT
TO COVER ANY TAX OR OTHER GOVERNMENTAL CHARGE THAT MAY BE IMPOSED IN RELATION
THERETO AS A RESULT OF ANY SECURITIES, AT THE REQUEST OF ANY HOLDER, BEING
ISSUED TO A PERSON OTHER THAN SUCH HOLDER AND ANY OTHER REASONABLE EXPENSES
(INCLUDING THE REASONABLE FEES AND EXPENSES OF THE TRUSTEE OR THE REGISTRAR) IN
CONNECTION THEREWITH.
(D)
EVERY NEW SECURITY ISSUED PURSUANT TO THIS
SECTION 2.07 IN LIEU OF ANY MUTILATED, DESTROYED, LOST OR STOLEN SECURITY SHALL
CONSTITUTE AN ORIGINAL ADDITIONAL CONTRACTUAL OBLIGATION OF THE COMPANY, WHETHER
OR NOT THE MUTILATED, DESTROYED, LOST OR STOLEN SECURITY SHALL BE AT ANY TIME
ENFORCEABLE BY ANYONE, AND SHALL BE ENTITLED TO ALL BENEFITS OF THIS INDENTURE
EQUALLY AND PROPORTIONATELY WITH ANY AND ALL OTHER SECURITIES DULY ISSUED
HEREUNDER.
(E)
THE PROVISIONS OF THIS SECTION 2.07 ARE (TO
THE EXTENT LAWFUL) EXCLUSIVE AND SHALL PRECLUDE (TO THE EXTENT LAWFUL) ALL OTHER
RIGHTS AND REMEDIES WITH RESPECT TO THE REPLACEMENT OR PAYMENT OF MUTILATED,
DESTROYED, LOST OR STOLEN SECURITIES.
SECTION 2.08
OUTSTANDING SECURITIES.
(A)
SECURITIES OUTSTANDING AT ANY TIME ARE ALL
SECURITIES AUTHENTICATED BY THE TRUSTEE, EXCEPT FOR THOSE CANCELED BY IT, THOSE
PURCHASED PURSUANT TO ARTICLE 3, THOSE CONVERTED PURSUANT TO ARTICLE 4, THOSE
DELIVERED TO THE TRUSTEE FOR CANCELLATION OR SURRENDERED FOR TRANSFER OR
EXCHANGE AND THOSE DESCRIBED IN THIS SECTION 2.08 AS NOT OUTSTANDING.
(B)
IF A SECURITY IS REPLACED PURSUANT TO
SECTION 2.07, IT CEASES TO BE OUTSTANDING UNLESS THE COMPANY RECEIVES PROOF
SATISFACTORY TO IT THAT THE REPLACED SECURITY IS HELD BY A BONA FIDE PURCHASER.
(C)
IF A PAYING AGENT (OTHER THAN THE COMPANY
OR AN AFFILIATE OF THE COMPANY) HOLDS IN RESPECT OF THE OUTSTANDING SECURITIES
ON A FUNDAMENTAL CHANGE PURCHASE DATE OR THE FINAL MATURITY DATE MONEY
SUFFICIENT TO PAY THE PRINCIPAL OF (INCLUDING PREMIUM, IF ANY), ACCRUED INTEREST
AND ADDITIONAL INTEREST, IF ANY, ON SECURITIES (OR PORTIONS THEREOF) PAYABLE ON
THAT DATE, THEN ON AND