Common use of Change of Warrant Agent Clause in Contracts

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant Holder, then the Warrant Agent or registered Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one of the four highest rating categories by the Rating Agencies. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the successor Warrant Agent without any further action.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder under this Agreement upon thirty (30) days 30 days’ notice in writing mailed sent to the Depositor Company and, in the event that the Warrant Agent or one of its affiliates is not also the transfer agent for the Company, to each transfer agent of the Common Stock. In the event the transfer agency relationship in effect between the Company and the Trustee by registered or certified mailWarrant Agent terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge Company shall become effective until a successor Warrant Agent shall have been appointed hereunderbe responsible for sending any required notice thereunder. The Depositor Company may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days 30 days’ notice in writing, mailed sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock, and to the Holders of the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunderCertificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant HolderCertificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Agent or registered Warrant Holder Certificate may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to new Warrant Agent, provided that, for purposes of this Agreement, the Warrant Agent appointed hereunder must be rated in one of the four highest rating categories by the Rating Agencies. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business of the Warrant Agent Company shall be deemed to be the Warrant Agent until a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a Person, other than a natural person, organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further actionassurance, conveyance, act or deed necessary for the purpose but such predecessor Warrant Agent shall not be required to make any additional expenditure (without prompt reimbursement by the Company) or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Common Stock, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may at any time resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor as Warrant Agent upon thirty (30) days written notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunderCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim such Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or of such incapacity by the resigning or incapacitated Warrant Agent or by the registered holder of a Warrant HolderCertificate, then the registered holder of any Warrant Certificate or the Warrant Agent or registered Warrant Holder may apply apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one Agent. Pending appointment of the four highest rating categories a successor to such Warrant Agent, either by the Rating Agencies. Any entity which may be merged Company or consolidated with or which shall otherwise succeed to substantially all of by such a court, the trust or agency business duties of the Warrant Agent shall be deemed carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. If a Successor Warrant Agent shall not have been appointed within 30 days of such removal, the Warrant Agent may apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further actionassurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section 16, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days days' notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders Warrantholders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days days' notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders Warrantholders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant HolderWarrantholder, then the Warrant Agent or registered Warrant Holder Warrantholder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one of the four highest rating categories by the Rating Agencies. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the successor Warrant Agent without any further action.

Change of Warrant Agent. The Warrant Agent may at any time resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor as Warrant Agent upon thirty (30) days written notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunderCompany. If the Warrant Agent shall resign or be removed or shall otherwise become becomes incapable of actingacting as Warrant Agent, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim such Warrant Agent. If the Depositor shall fail Company fails to make such appointment of a permanent successor within a period of thirty (30) 60 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or of such incapacity by the resigning or incapacitated Warrant Agent or by the registered holder of a Warrant HolderCertificate, then the registered holder of any Warrant Certificate or the Warrant Agent or registered Warrant Holder may apply apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one Agent. Pending appointment of the four highest rating categories a successor to such Warrant Agent, either by the Rating Agencies. Any entity which may be merged Company or consolidated with or which shall otherwise succeed to substantially all of by such a court, the trust or agency business duties of the Warrant Agent shall be deemed carried out by the Company. The holders of a majority of the unexercised Warrants may at any time remove the Warrant Agent and appoint a successor to such Warrant Agent. If a Successor Warrant Agent is not appointed within 60 days of such removal, the Warrant Agent may apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment the successor to the Warrant Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further actionassurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section 16, however, or any defect therein, will not affect the legality or validity of the appointment of a successor to the Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders holders of the Call Warrants by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders holders of the Call Warrants by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been teen appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant Holderholder of a Call Warrant, then the Warrant Agent or registered holder of any Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one of on the four highest rating categories by the Rating Agencies. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the successor Warrant Agent without any further action.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders holders of the Call Warrants by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders holders of the Call Warrants by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant Holderholder of a Call Warrant, then the Warrant Agent or registered holder of any Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one of the four highest rating categories by the Rating Agencies. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the successor Warrant Agent without any further action.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further provided, further, that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant Holder, then the Warrant Agent or registered Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one of the four highest rating categories by the Rating Agencies. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the successor Warrant Agent without any further action.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder under this Agreement upon notice given in writing by the Warrant Agent or the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days notice in writing mailed prior to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunderdate so specified. If the Warrant Agent shall resign or resign, be removed discharged or shall otherwise become incapable of acting, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Warrant Holder) or after discharging the Warrant HolderAgent, then the Warrant Agent or registered any Warrant Holder may apply to any court of competent jurisdiction the Circuit Court for Ozaukee County, Wisconsin, for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one Agent. Pending appointment of a successor to the four highest rating categories Warrant Agent, either by the Rating Agencies. Any entity which may be merged Company or consolidated with or which shall otherwise succeed to substantially all of by such Court, the trust or agency business duties of the Warrant Agent shall be deemed to carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United States. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, without further act or deed, and the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, and execute and deliver any further actionassurance, conveyance, act or deed necessary to effect the delivery or transfer. Failure to give any notice provided for herein, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may at any time resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor as Warrant Agent upon thirty (30) days written notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunderCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent hereunder, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim such Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or of such incapacity by the resigning or incapacitated Warrant Agent or by the registered holder of a Warrant HolderCertificate, then the registered holder of any Warrant Certificate or the Warrant Agent or registered Warrant Holder may apply apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one Agent. Pending appointment of the four highest rating categories a successor to such Warrant Agent, either by the Rating Agencies. Any entity which may be merged Company or consolidated with or which shall otherwise succeed to substantially all of by such a court, the trust or agency business duties of the Warrant Agent shall be deemed carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. If a successor to the Warrant Agent shall not have been appointed within 30 days of such removal, the Warrant Agent may apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment, the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further actionassurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section 16, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign its duties and be discharged from its all further duties and liability hereunder upon thirty (30) days after giving 30 days' prior written notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunderCompany. If the Warrant Agent shall resign pursuant to the preceding sentence or be removed or if the Warrant Agent shall otherwise become incapable of actingacting as Warrant Agent, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim such Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such incapacity or resignation or incapacity by the resigning or incapacitated Warrant Agent or by the registered holder of a Warrant HolderCertificate, then the Warrant Agent or any registered holder of any Warrant Holder Certificate may apply at the expense of the Company to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to such Warrant Agent, either by the Company or by such a successorcourt, the duties of the Warrant Agent shall be carried out by the Company. The Holders of a majority of the then outstanding Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Any successor to the Warrant Agent appointed hereunder must need not be rated in one of the four highest rating categories approved by the Rating AgenciesCompany or the former Warrant Agent. Any entity which may be merged or consolidated with or which shall otherwise succeed After appointment, the successor to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be vested with the same powers, rights, duties and responsibilities as if such successor had been originally named as Warrant Agent without further act or deed; provided that the former Warrant Agent upon payment of all amounts owed to it shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further actionassurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section 9.3, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days days’ notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders Warrantholders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days days’ notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders Warrantholders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant HolderWarrantholder, then the Warrant Agent or registered Warrant Holder Warrantholder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one of the four highest rating categories by the Rating Agencies. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the successor Warrant Agent without any further action.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-first- class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant Holder, then the Warrant Agent or registered Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one of the four highest rating categories by the Rating Agencies. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the successor Warrant Agent without any further action.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders holders of the Call Warrants by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders holders of the Call Warrants by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant Holderholder of a Call Warrant, then the Warrant Agent or registered holder of any Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one of on the four highest rating categories by the Rating Agencies. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the successor Warrant Agent without any further action.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder under this Agreement upon thirty (30) days 30 days’ notice in writing mailed to the Depositor and Company and, in the Trustee event that the Warrant Agent or one of its affiliates is not also the transfer agent for the Company, to each transfer agent of the Common Stock by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereundermail. The Depositor Company may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Warrant Common Stock by registered or certified mail, and to the Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by a Holder (who shall, with such notice, submit his Warrant Certificate for inspection by the Warrant HolderCompany), then the Warrant Agent or registered Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successornew Warrant Agent. Any After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent appointed hereunder must be rated any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in one writing with the predecessor Warrant Agent and each transfer agent of the four highest rating categories by Common Stock, and mail a notice thereof in writing to the Rating AgenciesHolders. Any entity which may be merged However, failure to give any notice provided for in this Section 19, or consolidated with any defect therein, shall not affect the legality or which shall otherwise succeed to substantially all validity of the trust resignation or agency business removal of the Warrant Agent shall be deemed to be or the appointment of the successor Warrant Agent without any further actionAgent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon under this Agreement by giving to the Company thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor days' written notice. The Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days be removed by like notice in writing, mailed to the Warrant Agent or successor Warrant Agentand the Holders from the Company, as such notice to specify the case may be, and to the Warrant Holders by first-class mail; provided further that no such date when removal shall become effective until a successor Warrant Agent shall have been appointed hereundereffective. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, then the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after written notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Holder (who shall with such notice submit his Warrant Certificate or Certificates for inspection by the Warrant HolderCompany), then the Warrant Agent or registered Warrant any Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent Agent. Any successor Warrant Agent, whether appointed hereunder must by the Company or such a court, shall be rated a bank or trust company, in one good standing, incorporated under the laws of the four highest rating categories United States of America or any state thereof and having at the time of its appointment as Warrant Agent a combined capital and surplus of at least $100,000,000. After appointment and acceptance of such appointment in writing, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and shall execute and deliver any further assurance, conveyance, act or deed necessary for the Rating Agenciespurpose. Any entity which may be merged Failure to file any notice provided for in this Section 15, however, or consolidated with any defect therein, shall not affect the legality or which shall otherwise succeed to substantially all validity of the trust resignation or agency business removal of the Warrant Agent shall be deemed to be or the appointment of the successor Warrant Agent, as the case may be. In the event of such resignation or removal, the successor Warrant Agent without any further actionshall mail, by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder under this Agreement upon thirty (30) days 30 days’ notice in writing mailed to the Depositor Company and to each transfer agent of the Trustee Common Stock by registered or certified mail, and to the holders of the Warrant Holders Certificates by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereundermail. The Depositor Company may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the holders of the Warrant Holders Certificates by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the holder of a Warrant HolderCertificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Agent or registered Warrant Holder Certificate may apply to any court of competent jurisdiction for the appointment of such a successornew Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent appointed hereunder must be rated any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in one writing with the predecessor Warrant Agent and each transfer agent of the four highest rating categories by Common Stock, and mail a notice thereof in writing to the Rating Agencies. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all Holders of the trust Warrant Certificates. However, failure to give any notice provided for in this Section 18, or agency business any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent shall be deemed to be or the appointment of the successor Warrant Agent without any further actionAgent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days days’ notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders holders of the Call Warrants by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days days’ notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders holders of the Call Warrants by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant Holderholder of a Call Warrant, then the Warrant Agent or registered holder of any Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent (or any parent of such successor) appointed hereunder must be have long-term unsecured debt obligations that are rated in one of the four highest rating categories by the Rating AgenciesAgency. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the successor Warrant Agent without any further action. The holders of more than 50% of the outstanding Call Warrants, by an instrument delivered to the Depositor and the Warrant Agent in writing, shall have the right to object to, and by objecting shall thereby prevent the occurrence of, any proposed action by the Depositor under this Section 5.3.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor Trustor and the Trustee by registered or certified mailmail return receipt requested, and to the Warrant Holders Warrantholders by first-class mail at the expense of the DepositorTrustor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor Trustor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and upon fifteen (15) days notice to the Warrant Holders Warrantholders by first-class mail, and absent the objection of the holders of a majority of the Warrants outstanding, within such fifteen (15) day period; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor Trustor shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor Trustor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Trustor shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant Holderholder of a Call Warrant, then the Warrant Agent or registered holder of any Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one of the four highest rating categories by the Rating AgenciesAgency. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the successor Warrant Agent without any further action.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent or shall resign as provided below, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim such Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant HolderAgent, then the registered holder of any Warrant Agent or registered Warrant Holder Certificate may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one Agent. Pending appointment of the four highest rating categories a successor to such Warrant Agent, either by the Rating Agencies. Any entity which may be merged Company or consolidated with or which shall otherwise succeed to substantially all of by such a court, the trust or agency business duties of the Warrant Agent shall be deemed carried out by the Company. The registered holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent for cause and appoint a successor to such Warrant Agent; provided that the Warrant Agent so appointed shall be acceptable to the Company. After appointment, the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section 19, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the Warrant Agent. The Warrant Agent may resign at any time and be discharged from the obligations hereby created by so notifying the Company in writing at least 30 days in advance of the proposed effective date of its resignation. If no successor Warrant Agent without any further actionaccepts the engagement hereunder by such time, the Company shall act as Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder under this Agreement upon thirty (30) days days’ notice in writing mailed to the Depositor and Company and, in the Trustee event that the Warrant Agent or one of its affiliates is not also the transfer agent for the Company, to each transfer agent of the Common Stock by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereundermail. The Depositor Company may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days days’ notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Warrant Common Stock by registered or certified mail, and to the Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by a Holder (who shall, with such notice, submit his Warrant Certificate for inspection by the Warrant HolderCompany), then the Warrant Agent or registered Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successornew Warrant Agent. Any After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent appointed hereunder must be rated any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in one writing with the predecessor Warrant Agent and each transfer agent of the four highest rating categories by Common Stock, and mail a notice thereof in writing to the Rating AgenciesHolders. Any entity which may be merged However, failure to give any notice provided for in this Section 19, or consolidated with any defect therein, shall not affect the legality or which shall otherwise succeed to substantially all validity of the trust resignation or agency business removal of the Warrant Agent shall be deemed to be or the appointment of the successor Warrant Agent without any further actionAgent, as the case may be.

Change of Warrant Agent. The Warrant Agent may at any time resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor as Warrant Agent upon thirty (30) days written notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunderCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim such Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or of such incapacity by the resigning or incapacitated Warrant Agent or by the registered holder of a Warrant HolderCertificate, then the registered holder of any Warrant Certificate or the Warrant Agent or registered Warrant Holder may apply apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one Agent. Pending appointment of the four highest rating categories a successor to such Warrant Agent, either by the Rating Agencies. Any entity which may be merged Company or consolidated with or which shall otherwise succeed to substantially all of by such a court, the trust or agency business duties of the Warrant Agent shall be deemed carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. If a Successor Warrant Agent shall not have been appointed within thirty (30) days of such removal, the Company may appoint a successor to such Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after the expiration of the thirty (30) day period during which the holders of a majority of the unexercised Warrants could appoint a successor Warrant Agent, then the registered holder of any Warrant Certificate or the Warrant Agent may apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent, upon payment of all fees and expenses due it and its agents and counsel, shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further actionassurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section 11, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon under this Agreement by giving notice in writing to the Company and by giving notice by mail to holders of the Warrants at their addresses as such addresses appear on the Warrant register of such resignation, specifying a date when such resignation shall take effect, which date shall not be less than thirty (30) days notice in writing mailed to after the Depositor and the Trustee by registered or certified mail, and to the mailing of said notice. The Warrant Holders by first-class mail Agent may be removed at the expense discretion of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days Company by like notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as from the case may be, Company and by like mailing of notice to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunderholders of the Warrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal removal, or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the registered holder of a Warrant Holder(who shall, with such notice, submit his Warrant for inspection by the Company), then the registered holder of any Warrant Agent or registered Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent. After appointment, any successor Warrant Agent appointed hereunder must shall be rated in one vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed, but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall give notice thereof to the predecessor Warrant Agent and each transfer agent for the Common Stock, and shall forthwith give notice to the holders of the four highest rating categories by Warrants in the Rating Agenciesmanner prescribed in this Section 15. Any entity which may be merged Failure to file or consolidated with mail any notice provided for in this Section 15, however, or which any defect therein, shall otherwise succeed to substantially all not affect the legality or validity of the trust resignation or agency business removal of the Warrant Agent shall be deemed to be or the appointment of any successor Warrant Agent without any further actionAgent, as the case may be.

Change of Warrant Agent. The Warrant Agent may at any time resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor as Warrant Agent upon thirty (30) days written notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunderCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim such Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or of such incapacity by the resigning or incapacitated Warrant Agent or by the registered holder of a Warrant HolderCertificate, then the registered holder of any Warrant Certificate or the Warrant Agent or registered Warrant Holder may apply apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one Agent. Pending appointment of the four highest rating categories a successor to such Warrant Agent, either by the Rating Agencies. Any entity which may be merged Company or consolidated with or which shall otherwise succeed to substantially all of by such a court, the trust or agency business duties of the Warrant Agent shall be deemed carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. If a Successor Warrant Agent shall not have been appointed within 30 days of such removal, the Warrant Agent may apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further actionassurance, conveyance, act or deed necessary for the purpose. Failure to give any notice Table of Contents provided for in this Section 16, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee Warrant Originator by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the DepositorWarrant Originator; provided that provided, that, no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor Warrant Originator may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further provided, further, that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor Warrant Originator shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor Warrant Originator shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Warrant Originator shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant Holder, then the Warrant Agent or registered Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one of the four highest rating categories by the Rating Agencies. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the successor Warrant Agent without any further action.

Change of Warrant Agent. The Warrant Agent or any successor Warrant Agent may resign and be discharged from its duties hereunder under this Agreement upon thirty (30) days 60 days' notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no Company. Upon such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If if the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim such Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 60 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the registered holder of a Warrant HolderCertificate or a Warrant Share Certificate, then the registered holder of any Warrant Agent Certificate or registered Warrant Holder Share Certificate may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one Agent. Pending appointment of the four highest rating categories a successor to such Warrant Agent, either by the Rating Agencies. Any entity which may be merged Company or consolidated with or which shall otherwise succeed to substantially all of by such a court, the trust or agency business duties of the Warrant Agent shall be deemed carried out by the Company. The Majority Warrantholders shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent must be approved by the Company, which shall not unreasonably withhold such approval. After appointment the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further actionassurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section 15, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon under this Agreement by giving to the Company thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days days' notice in writing, mailed . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agentand the Holders from the Company, as such notice to specify the case may be, and to the Warrant Holders by first-class mail; provided further that no such date when removal shall become effective until a successor Warrant Agent shall have been appointed hereundereffective. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification in writing of such resignation registration or incapacity by the resigning or incapacitated Warrant Agent or by any Holder (who shall with such notice submit his Warrant Certificate or Certificates for inspection by the Warrant HolderCompany), then the Warrant Agent or registered Warrant any Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent Agent. Any successor Warrant Agent, whether appointed hereunder must by the Company or such a court, shall be rated a bank or trust Company, in one good standing, incorporated under the laws of the four highest rating categories United States of America or any state thereof and having at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment and acceptance of such appointment in writing, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent with out further act or deed; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and shall execute and deliver any further assurance, conveyance, act or deed necessary for the Rating Agenciespurpose. Any entity which may be merged Failure to file any notice provided for in this Section 14, however, or consolidated with any defect therein, shall not affect the legality or which shall otherwise succeed to substantially all validity of the trust resignation or agency business removal of the Warrant Agent shall be deemed to be or the appointment of the successor Warrant Agent, as the case may be. In the event of such resignation or removal, the successor Warrant Agent without any further actionshall mail, by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor Warrant Agent.

Change of Warrant Agent. The Warrant Agent may at any time resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor as Warrant Agent upon thirty (30) days written notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunderCorporation. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Depositor Corporation shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim such Warrant Agent. If the Depositor Corporation shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or of such incapacity by the resigning or incapacitated Warrant Agent or by the registered holder of a Warrant HolderCertificate, then the registered holder of any Warrant Certificate or the Warrant Agent or registered Warrant Holder may apply apply, at the expense of the Corporation, to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one Agent. Pending appointment of the four highest rating categories a successor to such Warrant Agent, either by the Rating Agencies. Any entity which may be merged Corporation or consolidated with or which shall otherwise succeed to substantially all of by such a court, the trust or agency business duties of the Warrant Agent shall be deemed carried out by the Corporation. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. If a Successor Warrant Agent shall not have been appointed within 30 days of such removal, the Warrant Agent may apply, at the expense of the Corporation, to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Such successor to the Warrant Agent need not be approved by the Corporation or the former Warrant Agent. After appointment the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further actionassurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section 18, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days days' notice in writing mailed to the Depositor Trustor and the Trustee by registered or certified mail, and to the Warrant Holders holders of the Call Warrants by first-class mail at the expense of the DepositorTrustor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor Trustor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days days' notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders holders of the Call Warrants by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor Trustor shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor Trustor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Trustor shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant Holderholder of a Call Warrant, then the Warrant Agent or registered holder of any Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent (or any parent of such successor) appointed hereunder must be have long-term unsecured debt obligations that are rated in one of the four highest rating categories by the Rating AgenciesAgency. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the successor Warrant Agent without any further action. The holders of more than 50% of the outstanding Call Warrants, by an instrument delivered to the Trustor and the Warrant Agent in writing, shall have the right to object to, and by objecting shall thereby prevent the occurrence of, any proposed action by the Trustor under this Section V.3.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed (such resignation to become effective not earlier than 90 calendar days after the giving of written notice thereof to the relevant Issuer and the registered holders of Warrant Certificates) or shall otherwise become incapable of actingacting as Warrant Agent, the Depositor relevant Issuer shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Issuer shall fail to make such appointment of a permanent successor within a period of thirty (30) 90 calendar days after such removal or within sixty (60) days after notification it has been so notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the registered holder of a Warrant HolderCertificate (in the case of incapacity), then the registered holder of any Warrant Agent or registered Warrant Holder Certificate may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one Agent. Pending appointment of a successor to the four highest rating categories Warrant Agent, either by the Rating Agencies. Any entity which may be merged relevant Issuer or consolidated with or which shall otherwise succeed to substantially all of by such a court, the trust or agency business duties of the Warrant Agent shall be deemed carried out by the relevant Issuer. Any successor Warrant Agent whether appointed by the relevant Issuer or by such a court shall be a bank or trust company, in good standing, incorporated under the laws of the United States of America or any State thereof, and having an office in the Borough of Manhattan, the City of New York, State of New York. As soon as practicable after appointment of the successor Warrant Agent, the relevant Issuer shall cause to be given to each of the registered holders of the Warrant Certificates at such Warrant holder’s address appearing on the Warrant register written notice of the change in the Warrant Agent by first-class mail, postage prepaid. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder and execute and deliver, at the expense of the relevant Issuer, any further actionassurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section 17, however, or any defect therein, shall not affect the legality or validity of the removal of the Warrant Agent or the appointment of a successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days under this Warrant Agreement by giving to the Company notice in writing mailed to the Depositor and the Trustee by registered or certified mailwriting, and to the Warrant Holders holders of the Warrants notice in writing and sent, postage prepaid, by first-first class mail to each registered holder of a Warrant at such holder's address appearing in the expense of the Depositor; provided that no Warrant Register, specifying a date when such resignation or discharge shall become effective until a successor Warrant Agent take effect, which notice shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed be sent at least two weeks prior to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunderdate so specified. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the registered holder of a Warrant Holder(who shall, with such notice, submit such holder's Warrant Certificate for inspection by the Company), then the registered holder of any Warrant Agent or registered Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one of Agent. Notwithstanding any provision to the four highest rating categories by contrary contained herein, the Rating Agencies. Any entity which may be merged removal or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business resignation of the Warrant Agent will be effective upon the expiration of the applicable notice period, and in the event a successor has not then been appointed, the Company shall assume the role of Warrant Agent until such time as a successor Warrant Agent has been appointed in accordance with the terms of this Agreement. Any successor Warrant Agent shall be deemed (a) a corporation organized and doing business under the laws of the United States or of any state thereof, in good standing, which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital surplus of at least twenty million dollars ($20,000,000) or (b) an affiliate of a corporation described in clause (a) of this sentence. The Company shall cause written notice to be delivered to the registered holders of Warrants notifying such holders of the name and address of any successor Warrant Agent. After appointment the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further actionassurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be ----------------------- discharged from its duties hereunder upon thirty (30) days under this Agreement by giving notice in writing mailed to the Depositor Company and by giving notice by mailing to holders of the Trustee by registered or certified mail, and to Warrants at their addresses as such addresses appear on the Warrant Holders by first-class mail register of such resignation, specifying a date when such resignation shall take effect, which date shall not be less than 30 days after the mailing of said notice. The Warrant Agent may be removed at the expense discretion of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days Company by like notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as from the case may be, Company and by like mailing of notice to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunderholders of the Warrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal removal, or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the registered holder of a Warrant Holder(who shall, with such notice, submit his Warrant for inspection by the Company), then the registered holder of any Warrant Agent or registered Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent. After appointment, any successor Warrant Agent appointed hereunder must shall be rated in one vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed, but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall give notice thereof to the predecessor Warrant Agent and each transfer agent for the Common Stock, and shall forthwith give notice to the holders of the four highest rating categories by Warrants in the Rating Agenciesmanner prescribed in this section. Any entity which may be merged Failure to file or consolidated with mail any notice provided for in this Section 14, however, or which any defect therein, shall otherwise succeed to substantially all not affect the legality or validity of the trust resignation or agency business removal of the Warrant Agent shall be deemed to be or the appointment of any successor Warrant Agent without any further actionAgent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders holders of the Call Warrants by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and upon fifteen (15) days notice to the Warrant Holders holders of the Call Warrants by first-class mail, and absent the objection of the holders of a majority of the Warrants outstanding, within such fifteen (15) day period; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant Holderholder of a Call Warrant, then the Warrant Agent or registered holder of any Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one of the four highest rating categories by the Rating Agencies. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the successor Warrant Agent without any further action.

Change of Warrant Agent. The Warrant Agent may resign and be ----------------------- discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant Holder, then the Warrant Agent or registered Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one of the four highest rating categories by the Rating Agencies. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the successor Warrant Agent without any further action.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent or shall resign as provided below, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim such Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the registered holders of a majority of Warrant HolderCertificates, then the registered holder of any Warrant Agent or registered Warrant Holder Certificate may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one Agent. Pending appointment of the four highest rating categories a successor to such Warrant Agent, either by the Rating Agencies. Any entity which may be merged Company or consolidated with or which shall otherwise succeed to substantially all of by such a court, the trust or agency business duties of the Warrant Agent shall be deemed carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in Section 21, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the Warrant Agent. The Warrant Agent may resign at any time and be discharged from the obligations hereby created by so notifying the Company in writing at least 30 days in advance of the proposed effective date of its resignation. If no successor Warrant Agent without any further actionaccepts the engagement hereunder by such time, the Company shall act as Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days under this Agreement by giving notice in writing mailed to the Depositor Company and by giving notice by mailing to holders of the Trustee by registered or certified mail, and to Warrants at their addresses as such addresses appear on the Warrant Holders by first-class mail register of such resignation, specifying a date when such resignation shall take effect, which date shall not be less than 30 days after the mailing of said notice. The Warrant Agent may be removed at the expense discretion of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days Company by like notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as from the case may be, Company and by like mailing of notice to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunderholders of the Warrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal removal, or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the registered holder of a Warrant Holder(who shall, with such notice, submit his Warrant for inspection by the Company), then the registered holder of any Warrant Agent or registered Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent. After appointment, any successor Warrant Agent appointed hereunder must shall be rated in one vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed, but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall give notice thereof to the predecessor Warrant Agent and each transfer agent for the Class A Common Stock, and shall forthwith give notice to the holders of the four highest rating categories by Warrants in the Rating Agenciesmanner prescribed in this section. Any entity which may be merged Failure to file or consolidated with mail any notice provided for in this Section 14, however, or which any defect therein, shall otherwise succeed to substantially all not affect the legality or validity of the trust resignation or agency business removal of the Warrant Agent shall be deemed to be or the appointment of any successor Warrant Agent without any further actionAgent, as the case may be.

Change of Warrant Agent. The Warrant Agent may at any time resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor as Warrant Agent upon thirty (30) days 60 days’ written notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunderCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim such Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or of such incapacity by the resigning or incapacitated Warrant Agent or by the registered holder of a Warrant HolderCertificate, then the registered holder of any Warrant Certificate or the Warrant Agent or registered Warrant Holder may apply apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one Agent. Pending appointment of the four highest rating categories a successor to such Warrant Agent, either by the Rating Agencies. Any entity which may be merged Company or consolidated with or which shall otherwise succeed to substantially all of by such a court, the trust or agency business duties of the Warrant Agent shall be deemed carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. If a Successor Warrant Agent shall not have been appointed within 30 days of such removal, the Warrant Agent may apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further actionassurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section 16, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor Trustor and the Trustee by registered or certified mailmail return receipt requested, and to the Warrant Holders Warrantholders by first-class mail at the expense of the DepositorTrustor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor Trustor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and upon fifteen (15) days notice to the Warrant Holders Warrantholders by first-class mail, and absent the objection of the holders of a majority of the Warrants outstanding, within such fifteen (15) day period; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor Trustor shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor Trustor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Trustor shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant Holderholder of a Call Warrant, then the Warrant Agent or registered holder of any Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one of the four highest rating categories by the Rating Agencies. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the successor Warrant Agent without any further action.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder under this Agreement upon thirty (30) days 30 days’ notice in writing mailed to the Depositor Company and to each transfer agent of the Trustee Common Stock by registered or certified mail, and to . The Company (with the Warrant Holders by first-class mail at the expense consent of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor Purchaser, so long as the Purchaser owns any Warrants) may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Warrant Holders Common Stock by first-class registered or certified mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor Company (and the Purchaser, so long as the Purchaser owns any Warrants) shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Company (and the Purchaser, so long as the Purchaser owns any Warrants) shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant HolderAgent, then the Warrant Agent or registered Warrant any Holder may apply to any court of competent jurisdiction for the appointment of such a successornew Warrant Agent. Any successor Warrant Agent, whether appointed by the Company (and the Purchaser, so long as the Purchaser owns any Warrants) or by such a court, shall be a Person organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus (together with its Affiliates) of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent appointed hereunder must be rated any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in one writing with the predecessor Warrant Agent and each transfer agent of the four highest rating categories by Common Stock, and deliver a notice thereof in writing to the Rating AgenciesHolders. Any entity which may be merged However, failure to give any notice provided for in this Section 16, or consolidated with any defect therein, shall not affect the legality or which shall otherwise succeed to substantially all validity of the trust resignation or agency business removal of the Warrant Agent shall be deemed to be or the appointment of the successor Warrant Agent without any further actionAgent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant Holder, then the Warrant Agent or registered Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one of the four highest rating categories by the Rating AgenciesAgency. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the successor Warrant Agent without any further action.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed (such resignation to become effective not earlier than forty-five (45) days after the giving of written notice thereof to the Company and the Registered Holders) or shall otherwise become incapable of actingacting as Warrant Agent or if the Board of Directors shall by resolution remove the Warrant Agent (such removal to become effective not earlier than forty-five (45) days after the filing of a certified copy of such resolution with the Warrant Agent and the giving of written notice of such removal to the Registered Holders), the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim In the event the transfer agency relationship in effect between the Company and the Warrant Agent is designatedterminates, the Depositor Warrant Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agentresponsible for sending any required notice. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty forty-five (6045) days after notification it has been so notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by a Registered Holder (in the Warrant Holdercase of incapacity), then the Warrant Agent or registered Warrant any Registered Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one Agent. Pending appointment of a successor to the four highest rating categories Warrant Agent, either by the Rating Agencies. Any entity which may be merged Company or consolidated with or which shall otherwise succeed to substantially all of by such a court, the trust or agency business duties of the Warrant Agent shall be deemed carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a Person, in good standing, incorporated under the Laws of any state or of the United States of America. As soon as practicable after appointment of the successor Warrant Agent, the Company shall cause written notice of the change in the Warrant Agent to be given to each of the Registered Holders at such Registered Holder’s address appearing on the Warrant Register and shall be given to each Holder of a beneficial interest in a Global Warrant Certificate at such Holder’s address as provided by the Depositary; provided, that the Company may, at its discretion, alternatively send such notice to the Holders of beneficial interests of a Global Warrant Certificate through the Depositary’s communication system. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed. The former Warrant Agent shall deliver and transfer to the successor Warrant Agent all books and records of the Company and any property at the time held by it hereunder and execute and deliver, at the expense of the Company, any further actionassurance, conveyance, act or deed necessary for the purpose of cessation of its responsibilities hereunder or the performance by the successor Warrant Agent hereunder; but such former Warrant Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. Failure to give any notice provided for in this Section 8.21 or any defect therein, shall not affect the legality or validity of the removal of the Warrant Agent or the appointment of a successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be ----------------------- discharged from its duties hereunder upon under this Agreement by giving to the Company thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor days' prior written notice. The Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days be removed by like notice in writing, mailed to the Warrant Agent or successor Warrant Agentand the Holders from the Company, as such notice to specify the case may be, and to the Warrant Holders by first-class mail; provided further that no such date when removal shall become effective until a successor Warrant Agent shall have been appointed hereundereffective. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, then the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after written notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant HolderAgent, then any Holder may, at the Warrant Agent or registered Warrant Holder may Company's expense, apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent Agent. Any successor Warrant Agent, whether appointed hereunder must by the Company or such a court, shall be rated a bank or trust company, in one good standing, incorporated under the laws of the four highest rating categories United States of America or any state thereof and having at the time of its appointment as Warrant Agent a combined capital and surplus of at least $100,000,000. After appointment and acceptance of such appointment in writing, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and shall execute and deliver any further assurance, conveyance, act or deed necessary for the Rating Agenciespurpose. Any entity which may be merged Failure to file any notice provided for in this Section 15, however, or consolidated with any defect therein, shall not affect the legality or which shall otherwise succeed to substantially all validity of the trust resignation or agency business removal of the Warrant Agent shall be deemed to be or the appointment of the successor Warrant Agent, as the case may be. In the event of such resignation or removal, the successor Warrant Agent without any further actionshall promptly mail to each Holder written notice of such removal or resignation and the name and address of such successor Warrant Agent.

Change of Warrant Agent. (a) The Warrant Agent Agent, or any successor to it hereafter appointed, may resign from its position as such and be discharged from its all further duties and liabilities hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to except liabilities arising as a result of the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation Agent's own gross negligence or discharge shall become effective until willful misconduct), after giving 30 calendar days' prior written notice to GenTek, upon (but only upon) a duly appointed successor Warrant Agent shall have having been appointed hereunderand having accepted such appointment in writing. The Depositor GenTek may remove the Warrant Agent upon not less than 30 calendar days' prior written notice specifying the date when such discharge shall take effect, and the Warrant Agent shall thereupon in like manner be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent's own gross negligence or any willful misconduct), upon (but only upon) a duly appointed successor Warrant Agent upon thirty (30) days notice having been appointed and having accepted such appointment in writing. GenTek shall cause to be mailed, mailed at the expense of GenTek, to the Warrant Agent each Holder a copy of said notice of resignation or successor Warrant Agentnotice of removal, as the case may be, and to the Warrant Holders by first-class mail; provided further that no . Upon such resignation or removal GenTek shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor shall promptly appoint in writing a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor GenTek shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 calendar days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant Holderafter such removal, then the existing Warrant Agent or registered the Holder of any Tranche C Warrant Holder may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the original Warrant Agent, either by GenTek or by such a successor. court, the duties of the Warrant Agent shall be carried out by GenTek. (b) Any successor to the Warrant Agent Agent, whether appointed hereunder must by GenTek or by a court, shall be rated in one a bank (or subsidiary thereof) or trust company doing business under the laws of the four highest rating categories by the Rating AgenciesUnited States or any state thereof, in good standing and having a combined capital and surplus of not less than $50,000,000. Any entity which may be merged or consolidated with or which shall otherwise succeed The combined capital and surplus of any such successor to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the combined capital and surplus as set forth in the most recent annual report of its condition published by such successor to the Warrant Agent prior to its appointment; provided that such reports are published at least annually pursuant to law or to the requirements of a federal or state supervising or examining authority. After acceptance in writing of such appointment by the successor to the Warrant Agent, it shall be vested with the same authority, powers, rights, immunities, duties and responsibilities as its predecessor Warrant Agent, without any further assurance, conveyance, act or deed; provided, however, the predecessor Warrant Agent shall in all events deliver and transfer to the successor Warrant Agent without all property, if any, at the time held hereunder by the predecessor Warrant Agent and if for any reason it shall be necessary or expedient to execute and deliver any further actionassurance, conveyance, act or deed, the same shall be done at the expense of GenTek and shall be legally and validly executed and delivered by the resigning or removed Warrant Agent. As soon as practicable after such appointment, GenTek shall give notice thereof to the predecessor Warrant Agent and the Holders. Failure to give any notice provided for in this Section 8.13, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may at any time resign and be discharged from its duties hereunder as Warrant Agent upon thirty (30) days written notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the DepositorCompany; provided that no such resignation or discharge shall become effective until the appointment of a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice and its acceptance in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no writing of such removal shall become effective until a successor Warrant Agent shall have been appointed hereunderappointment. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim such Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or of such incapacity by the resigning or incapacitated Warrant Agent or by the registered holder of a Warrant HolderCertificate, then the registered holder of any Warrant Certificate or the Warrant Agent or registered Warrant Holder may apply apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent. If the Warrant Agent appointed hereunder must shall be rated in one incapable of the four highest rating categories acting as Warrant Agent the, pending appointment of a successor to such Warrant Agent, either by the Rating Agencies. Any entity which may be merged Company or consolidated with or which shall otherwise succeed to substantially all of by such a court, the trust or agency business duties of the Warrant Agent shall be deemed carried out by the Company. The holders of a majority of the unexercised Warrants then outstanding held by persons who are not affiliates of the Company or any of the Founding Holders shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. If a Successor Warrant Agent shall not have been appointed within 30 days of such removal, the Warrant Agent may apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further actionassurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section 16, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor Trustor and the Trustee by registered or certified mail, and to the Warrant Holders holders of the Call Warrants by first-class mail at the expense of the DepositorTrustor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor Trustor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders holders of the Call Warrants by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor Trustor shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor Trustor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Trustor shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant Holderholder of a Call Warrant, then the Warrant Agent or registered holder of any Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent (or any parent of such successor) appointed hereunder must be have long-term unsecured debt obligations that are rated in one of the four highest rating categories by the Rating AgenciesAgency. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the successor Warrant Agent without any further action. The holders of more than 50% of the outstanding Call Warrants, by an instrument delivered to the Trustor and the Warrant Agent in writing, shall have the right to object to, and by objecting shall thereby prevent the occurrence of, any proposed action by the Trustor under this Section V.3.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder under this Agreement upon thirty (30) days 30 calendar days' prior notice in writing mailed to the Depositor and the Trustee mailed, by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunderCompany. The Depositor Company may remove the Warrant Agent or any successor Warrant Agent warrant agent upon thirty (30) days 60 calendar days' prior notice in writing, mailed to the Warrant Agent or successor Warrant Agentwarrant agent, as the case may be, and to by registered or certified mail. Notwithstanding the foregoing, if the Warrant Holders by first-class mail; provided further that no such removal shall become effective until Agent becomes incapable of acting or is adjudged a successor bankrupt or insolvent or a receiver of the Warrant Agent shall have been or its property is appointed hereunderor any public officer takes control of the Warrant Agent or its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Company may remove the Warrant Agent immediately. If the Warrant Agent shall resign resigns or be is removed or shall otherwise become becomes incapable of acting, the Depositor shall promptly Company will appoint a successor to the Warrant Agent, which may be designated as an interim Agent (the "Successor Warrant Agent. If an interim Warrant Agent is designated") and will, the Depositor shall then appoint a permanent successor within 30 calendar days following such appointment, give notice thereof in writing to each registered Holder of the Warrant Agent, which may be the interim Warrant AgentCertificates. If the Depositor shall fail Company fails to make such appointment of a permanent successor within a period of thirty (30) 30 calendar days after giving notice of such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by Agent, then the Company agrees to perform the duties of the Warrant HolderAgent hereunder until a Successor Warrant Agent is appointed. After appointment, then the Successor Warrant Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent will deliver and transfer to the Successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for this purpose. Failure to give any notice provided for in this Section, however, or any defect therein will not affect the legality or validity of the resignation or removal of the Warrant Agent or registered Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Successor Warrant Agent appointed hereunder must be rated in one of Agent, as the four highest rating categories by the Rating Agencies. Any entity which case may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the successor Warrant Agent without any further actionbe.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise ----------------------- become incapable of actingacting as Warrant Agent or shall resign as provided below, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim such Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the registered holders of a majority of Warrant HolderCertificates, then the registered holder of any Warrant Agent or registered Warrant Holder Certificate may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one Agent. Pending appointment of the four highest rating categories a successor to such Warrant Agent, either by the Rating Agencies. Any entity which may be merged Company or consolidated with or which shall otherwise succeed to substantially all of by such a court, the trust or agency business duties of the Warrant Agent shall be deemed carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appoint ment the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it here under and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in Section 21, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the Warrant Agent. The Warrant Agent may resign at any time and be discharged from the obligations hereby created by so notifying the Company in writing at least 30 days in advance of the proposed effective date of its resignation. If no successor Warrant Agent without any further actionaccepts the engagement hereunder by such time, the Company shall act as Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder under this Agreement upon thirty (30) days 90 calendar days' prior notice in writing mailed to the Depositor and the Trustee mailed, by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunderCompany. The Depositor Company may remove the Warrant Agent or any successor Warrant Agent warrant agent upon thirty (30) days 60 calendar days' prior notice in writing, mailed to the Warrant Agent or successor Warrant Agentwarrant agent, as the case may be, and to by registered or certified mail. Notwithstanding the foregoing, if the Warrant Holders by first-class mail; provided further that no such removal shall become effective until Agent becomes incapable of acting or is adjudged a successor bankrupt or insolvent or a receiver of the Warrant Agent shall have been or its property is appointed hereunderor any public officer takes control of the Warrant Agent or its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Company may remove the Warrant Agent immediately. If the Warrant Agent shall resign resigns or be is removed or shall otherwise become becomes incapable of acting, the Depositor shall promptly Company will appoint a successor to the Warrant AgentAgent and will, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designatedwithin 30 calendar days following such appointment, the Depositor shall then appoint a permanent successor give notice thereof in writing to each registered holder of the Warrant Agent, which may be the interim Warrant AgentCertificates. If the Depositor shall fail Company fails to make such appointment of a permanent successor within a period of thirty (30) 30 calendar days after giving notice of such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by Agent, then the Company agrees to perform the duties of the Warrant HolderAgent hereunder until a successor warrant agent is appointed. After appointment, then the successor warrant agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent will deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for this purpose. Failure to give any notice provided for in this Section, however, or any defect therein will not affect the legality or validity of the resignation or removal of the Warrant Agent or registered Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one of the four highest rating categories by the Rating Agencies. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the successor Warrant Agent without any further actionwarrant agent, as the case may be.

Change of Warrant Agent. The Warrant Agent or any successor Warrant Agent may resign and be discharged from its duties hereunder under this Agreement upon thirty (30) days 30 calendar days' notice in writing mailed to the Depositor Company and to each transfer agent of the Trustee Common Stock by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereundermail. The Depositor Company may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days 30 calendar days' notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Warrant Common Stock by registered or certified mail, and to the Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign resigns or be is removed or shall otherwise become becomes incapable of acting, the Depositor shall promptly Company will appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor shall fail Company fails to make such appointment of a permanent successor within a period of thirty (30) 30 calendar days after giving notice of such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Holder (who will, with such notice, submit his Warrant Certificate for inspection by the Warrant HolderCompany), then the Warrant Agent or registered Warrant any Holder may apply to any court of competent jurisdiction for the appointment of such a successorsuccessor Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, will be a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50 million. After appointment, the successor Warrant Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent will deliver and transfer to the successor Warrant Agent appointed hereunder must be rated any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will file notice thereof in one writing with the predecessor Warrant Agent and each transfer agent of the four highest rating categories Common Stock, and mail by first class mail a notice thereof to each Holder. Failure to give any notice provided for in this Section 6.5, however, or any defect therein, will not affect the Rating Agencies. Any entity which may be merged legality or consolidated with or which shall otherwise succeed to substantially all validity of the trust resignation or agency business removal of the Warrant Agent shall be deemed to be or the appointment of the successor Warrant Agent, as the case may be. Notwithstanding anything to the contrary contained herein, no resignation or removal of the Warrant Agent without or any further actionsuccessor Warrant Agent will become effective prior to the effectiveness of the appointment of a successor Warrant Agent therefor.

Change of Warrant Agent. The Warrant Agent or any successor Warrant Agent may resign and be discharged from its duties hereunder under this Agreement upon thirty (30) days 30 days’ notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no Company. Upon such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If if the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim such Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the registered holder of a Warrant HolderCertificate or a Warrant Share Certificate, then the registered holder of any Warrant Agent Certificate or registered Warrant Holder Share Certificate may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one Agent. Pending appointment of the four highest rating categories a successor to such Warrant Agent, either by the Rating Agencies. Any entity which may be merged Company or consolidated with or which shall otherwise succeed to substantially all of by such a court, the trust or agency business duties of the Warrant Agent shall be deemed carried out by the Company. The Majority Warrantholders shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent must be approved by the Company, which shall not unreasonably withhold such approval. After appointment the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further actionassurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section 12, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent or shall resign as provided below, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim such Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant Holderregistered holders of a majority of Warrants, then the Warrant Agent or registered Warrant Holder holder of any Warrants may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one Agent. Pending appointment of the four highest rating categories a successor to such Warrant Agent, either by the Rating Agencies. Any entity which may be merged Company or consolidated with or which shall otherwise succeed to substantially all of by such a court, the trust or agency business duties of the Warrant Agent shall be deemed carried out by the Company. The registered holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section 11, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the Warrant Agent. The Warrant Agent may resign at any time and be discharged from the obligations hereby created by so notifying the Company in writing at least thirty (30) days in advance of the proposed effective date of its resignation. If no successor Warrant Agent without any further actionaccepts the engagement hereunder by such time, the Company shall act as Warrant Agent.

Change of Warrant Agent. The Warrant Agent may at any time resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor as Warrant Agent upon thirty (30) days written notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunderCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim such Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or of such incapacity by the resigning or incapacitated Warrant Agent or by the registered holder of a Warrant HolderCertificate, then the registered holder of any Warrant Certificate or the Warrant Agent or registered Warrant Holder may apply apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one Agent. Pending appointment of the four highest rating categories a successor to such Warrant Agent, either by the Rating Agencies. Any entity which may be merged Company or consolidated with or which shall otherwise succeed to substantially all of by such a court, the trust or agency business duties of the Warrant Agent shall be deemed carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. If a Successor Warrant Agent shall not have been appointed within 30 days of such removal, the Warrant Agent may apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment, the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further actionassurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section 16, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the Warrant Agent.

Change of Warrant Agent. The Warrant Agent or any successor Warrant Agent may resign and be discharged from its duties hereunder under this Agreement upon thirty (30) days 30 days? notice in writing mailed to the Depositor Company and to each transfer agent of the Trustee Common Stock by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor Company may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days 30 days? notice in writing, writing mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Warrant Holders Common Stock by first-class registered or certified mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after giving notice of such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant HolderAgent, then the holder of any Warrant Agent or registered Warrant Holder Certificate may apply to any court of competent jurisdiction for the appointment of such a successornew Warrant Agent. Any successor Notwithstanding any provision to the Warrant Agent appointed hereunder must be rated in one of contrary contained herein, the four highest rating categories by the Rating Agencies. Any entity which may be merged removal or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business resignation of the Warrant Agent will not be effective until such time as a successor Warrant Agent has been appointed in accordance with the terms of this Agreement. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be deemed a corporation or other business organization organized and doing business under the laws of the United States or any state of the United States, in good standing, which is authorized under such laws to be exercise corporate trust or stock transfer powers. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder and execute and deliver any further actionassurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Common Stock and mail notice thereof in writing to the registered holders of the Warrant Certificates. Failure to give any notice provided for in this Section 18, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed become ----------------------- incapable of acting as Warrant Agent or shall otherwise become incapable of actingresign as provided below, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim such Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the registered holders of a majority of Warrant Holdercertificates, then the registered holder of any Warrant Agent or registered Warrant Holder certificate may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one Agent. Pending appointment of the four highest rating categories a successor to such Warrant Agent, either by the Rating Agencies. Any entity which may be merged Company or consolidated with or which shall otherwise succeed to substantially all of by such a court, the trust or agency business duties of the Warrant Agent shall be deemed carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment the successor to the Warrant Agent shall be vested with same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section 22, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the Warrant Agent. The Warrant Agent may resign at any time and be discharged from the obligations hereby created by so notifying the Company in writing at least 30 days in advance of the proposed effective date of its resignation. If no successor Warrant Agent without any further actionaccepts the engagement hereunder by such time, the Company shall act as Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder under this Agreement upon thirty (30) days 30 days' notice in writing mailed to BJ and to each transfer agent of the Depositor and the Trustee BJ Common Stock by registered or certified mail, and to the holders of the Warrant Holders Certificates by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereundermail. The Depositor BJ may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days 30 days' notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the BJ Common Stock by registered or certified mail, and to the holders of the Warrant Holders Certificates by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor BJ shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor BJ shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the holder of a Warrant HolderCertificate (who shall, with such notice, submit his Warrant Certificate for inspection by BJ), then the registered holder of any Warrant Agent or registered Warrant Holder Certificate may apply to any court of competent jurisdiction for the appointment of such a successornew Warrant Agent. Any successor Warrant Agent, whether appointed by BJ or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent appointed hereunder must be rated any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, BJ shall file notice thereof in one writing with the predecessor Warrant Agent and each transfer agent of the four highest rating categories by BJ Common Stock, and mail a notice thereof in writing to the Rating Agencies. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all registered holders of the trust Warrant Certificates. However, failure to give any notice provided for in this Section 20, or agency business any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent shall be deemed to be or the appointment of the successor Warrant Agent without any further actionAgent, as the case may be.

Change of Warrant Agent. The Warrant Agent may at any time resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor as Warrant Agent upon thirty (30) days written notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunderCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim such Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or of such incapacity by the resigning or incapacitated Warrant Agent or by the registered holder of a Warrant HolderCertificate, then the registered holder of any Warrant Certificate or the Warrant Agent or registered Warrant Holder may apply apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one Agent. Pending appointment of the four highest rating categories a successor to such Warrant Agent, either by the Rating Agencies. Any entity which may be merged Company or consolidated with or which shall otherwise succeed to substantially all of by such a court, the trust or agency business duties of the Warrant Agent shall be deemed carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. If a Successor Warrant Agent shall not have been appointed within 30 days of such removal, the Warrant Agent may apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further actionassurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days days’ notice in writing mailed to the Depositor Trustor and the Trustee by registered or certified mail, and to the Warrant Holders holders of the Call Warrants by first-class mail at the expense of the DepositorTrustor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor Trustor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days days’ notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders holders of the Call Warrants by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor Trustor shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor Trustor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Trustor shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant Holder, then the Warrant Agent or registered Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one of the four highest rating categories by the Rating Agencies. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the successor Warrant Agent without any further action.thirty

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days 30 days' notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the holders of the Warrant Holders Instruments by first-class mail at the expense of the Depositor; , provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days 30 days' notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the holders of the Warrant Holders Instruments by first-class mail; , provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) 60 days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the holder of a Warrant HolderInstrument, then the Warrant Agent or registered holder of any Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one of the four highest rating categories by the each Rating Agencies. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the successor Warrant Agent without any further actionAgency.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent or shall resign as provided below, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim such Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant Holderregistered holders of a majority of Warrants, then the Warrant Agent or registered Warrant Holder holder of any Warrants may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one Agent. Pending appointment of the four highest rating categories a successor to such Warrant Agent, either by the Rating Agencies. Any entity which may be merged Company or consolidated with or which shall otherwise succeed to substantially all of by such a court, the trust or agency business duties of the Warrant Agent shall be deemed carried out by the Company. The registered holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section 11, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the Warrant Agent. The Warrant Agent may resign at any time and be discharged from the obligations hereby created by so notifying the Company in writing at least 30 days in advance of the proposed effective date of its resignation. If no successor Warrant Agent without any further actionaccepts the engagement hereunder by such time, the Company shall act as Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent or shall resign as provided below, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim such Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant Holderregistered holders of a majority of Warrants, then the registered holder of any Warrant Agent or registered Warrant Holder Certificate may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to such Warrant Agent, either by the Company or by such a successorcourt, the duties of the Warrant Agent after the effective date of its resignation or after the date it becomes incapable of acting as Warrant Agent shall be carried out by the Company. Any The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent appointed hereunder must need not be rated in one of the four highest rating categories approved by the Rating AgenciesCompany or the former Warrant Agent. Any entity which may be merged or consolidated with or which shall otherwise succeed After appointment, the successor to substantially all of the trust or agency business of the Warrant Agent shall be deemed vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent shall, conditioned upon receiving a receipt therefor and a release from the Company of its obligations hereunder, deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the Warrant Agent. The Warrant Agent may resign at any time and be discharged from the obligations hereby created by so notifying the Company in writing at least 30 days in advance of the proposed effective date of its resignation. If no successor Warrant Agent without accepts the engagement hereunder by such time, the Company shall act as Warrant Agent and, at such time, the former Warrant Agent shall, conditioned upon receiving a receipt therefor and a release from the Company of its obligations hereunder, deliver and transfer to the Company any property at the time held by it hereunder and execute and deliver any further actionassurance, conveyance, act or deed necessary for the purpose.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed (such resignation to become effective not earlier than 90 calendar days after the giving of written notice thereof to TPG and the registered holders of Warrant Certificates) or shall otherwise become incapable of actingacting as Warrant Agent, the Depositor TPG shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor TPG shall fail to make such appointment of a permanent successor within a period of thirty (30) 90 calendar days after such removal or within sixty (60) days after notification it has been so notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the registered holder of a Warrant HolderCertificate (in the case of incapacity), then the registered holder of any Warrant Agent or registered Warrant Holder Certificate may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one Agent. Pending appointment of a successor to the four highest rating categories Warrant Agent, either by TPG or by such a court, the Rating Agencies. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business duties of the Warrant Agent shall be deemed carried out by TPG. Any successor Warrant Agent whether appointed by TPG or by such a court shall be a bank or trust company, in good standing, incorporated under the laws of the United States of America or any State thereof, and having an office in the Borough of Manhattan, the City of New York, State of New York. As soon as practicable after appointment of the successor Warrant Agent, TPG shall cause to be given to each of the registered holders of the Warrant Certificates at such Warrant holder's address appearing on the Warrant register written notice of the change in the Warrant Agent by first-class mail, postage prepaid. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder and execute and deliver, at the expense of TPG, any further actionassurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section 17, however, or any defect therein, shall not affect the legality or validity of the removal of the Warrant Agent or the appointment of a successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) under this Agreement by giving the Company at least 30 days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days prior notice in writing, mailed and by mailing notice in writing to the registered holders at their addresses appearing on the Warrant Register, of such resignation, specifying a date when such resignation shall take effect. The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agent, as from the case may be, Company and by like mailing of notice to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunderregistered holders of the Warrants. If the Warrant Agent shall resign resigns or be is removed or shall otherwise become becomes incapable of acting, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor shall fail Company fails to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the registered holder of a Warrant Holder(who shall, with such notice, submit his Warrant certificate for inspection by the Company), then the registered holder of any Warrant Agent or registered Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent Agent. Any successor Warrant Agent, whether appointed hereunder by the Company or by such a court, must be rated registered and otherwise authorized to serve as a transfer agent pursuant to the Securities Exchange Act of 1934, as amended. If at any time the Warrant Agent ceases to be eligible in one accordance with the provisions of this Section 16, it will resign immediately in the manner and with the effect specified in this Section 16. After acceptance in writing of the four highest rating categories appointment, the successor Warrant Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent will deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for this purpose. Upon request of any successor Warrant Agent, the Rating AgenciesCompany will make, execute, acknowledge and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such powers, rights, duties and responsibilities. Any entity which may be merged Failure to file or consolidated with mail any notice provided in this Section 16, however, or which shall otherwise succeed to substantially all any defect therein, will not affect the legality or validity of the trust resignation or agency business removal of the Warrant Agent shall be deemed to be or the appointment of the successor Warrant Agent without any further actionAgent, as the case may be.

Change of Warrant Agent. The Warrant Agent may ----------------------- resign and be discharged from its duties hereunder upon thirty (30) under this Agreement by giving to the Company notice in writing, specifying a date when such resignation shall take effect, which notice shall be sent at least 30 days prior to the date so specified, except that such shorter notice may be given as the Company shall, in writing, accept as sufficient in the exercise of its sole discretion. Upon such resignation, the Warrant Agent shall give notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail mail, postage prepaid, to each Holder of a Warrant Certificate at his address appearing in the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunderRegister. The Depositor Company may remove the Warrant Agent or any successor Warrant Agent warrant agent upon thirty (30) days 30 days' notice in writing, mailed to the Warrant Agent or any successor Warrant Agent, as warrant agent and to the case may beTransfer Agent by registered or certified mail, and to the holders of Warrant Holders Certificates by first-class mail; provided further that no such removal shall become effective until a successor mail at their addresses appearing in the Warrant Agent shall have been appointed hereunderRegister. If the Warrant Agent shall resign or resign, be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim such Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant a Holder, then the Warrant Agent or registered Warrant any Holder may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to such Warrant Agent, either by the Company or by such a successorcourt, the duties of the Warrant Agent shall be carried out by the Company. Not later than the effective date of any appointment, the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent, and shall forthwith publish a copy of such notice once in a newspaper customarily published on each business day, printed in the English language and of general circulation in The City of New York. The Holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent; thereafter the Company shall appoint a successor to such Warrant Agent. Any successor to the Warrant Agent appointed need not be approved by the former Warrant Agent. After appointment, the successor to the Warrant Agent shall thereupon be the Warrant Agent and shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder must be rated and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in one this Section 17, however, or any defect therein, shall not affect the legality or validity of the four highest rating categories by the Rating Agencies. Any entity which may be merged resignation or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business removal of the Warrant Agent shall be deemed to be or the appointment of the successor Warrant Agent without any further actionwarrant agent, as the case may be.

Change of Warrant Agent. (a) The Warrant Agent Agent, or any successor to it hereafter appointed, may resign from its position as such and be discharged from its all further duties and liabilities hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to except liabilities arising as a result of the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation Agent's own gross negligence or discharge shall become effective until willful misconduct), after giving 30 calendar days' prior written notice to GenTek, upon (but only upon) a duly appointed successor Warrant Agent shall have having been appointed hereunderand having accepted such appointment in writing. The Depositor GenTek may remove the Warrant Agent upon not less than 30 calendar days' prior written notice specifying the date when such discharge shall take effect, and the Warrant Agent shall thereupon in like manner be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent's own gross negligence or any willful misconduct), upon (but only upon) a duly appointed successor Warrant Agent upon thirty (30) days notice having been appointed and having accepted such appointment in writing. GenTek shall cause to be mailed, mailed at the expense of GenTek, to the Warrant Agent each Holder a copy of said notice of resignation or successor Warrant Agentnotice of removal, as the case may be, and to the Warrant Holders by first-class mail; provided further that no . Upon such resignation or removal GenTek shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor shall promptly appoint in writing a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor GenTek shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 calendar days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant Holderafter such removal, then the existing Warrant Agent or registered the Holder of any Tranche A Warrant Holder may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the original Warrant Agent, either by GenTek or by such a successor. court, the duties of the Warrant Agent shall be carried out by GenTek. (b) Any successor to the Warrant Agent Agent, whether appointed hereunder must by GenTek or by a court, shall be rated in one a bank (or subsidiary thereof) or trust company doing business under the laws of the four highest rating categories by the Rating AgenciesUnited States or any state thereof, in good standing and having a combined capital and surplus of not less than $50,000,000. Any entity which may be merged or consolidated with or which shall otherwise succeed The combined capital and surplus of any such successor to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the combined capital and surplus as set forth in the most recent annual report of its condition published by such successor to the Warrant Agent prior to its appointment; provided that such reports are published at least annually pursuant to law or to the requirements of a federal or state supervising or examining authority. After acceptance in writing of such appointment by the successor to the Warrant Agent, it shall be vested with the same authority, powers, rights, immunities, duties and responsibilities as its predecessor Warrant Agent, without any further assurance, conveyance, act or deed; provided, however, the predecessor Warrant Agent shall in all events deliver and transfer to the successor Warrant Agent without all property, if any, at the time held hereunder by the predecessor Warrant Agent and if for any reason it shall be necessary or expedient to execute and deliver any further actionassurance, conveyance, act or deed, the same shall be done at the expense of GenTek and shall be legally and validly executed and delivered by the resigning or removed Warrant Agent. As soon as practicable after such appointment, GenTek shall give notice thereof to the predecessor Warrant Agent and the Holders. Failure to give any notice provided for in this Section 8.13, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder under this Agreement upon thirty (30) days 30 days' notice in writing mailed to the Depositor Company and to each transfer agent of the Trustee Common Stock by registered or certified mail, and to the holders of the Warrant Holders Certificates by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunderCompany. The Depositor Company may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days 30 days' notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the holders of the Warrant Holders Certificates by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the holder of a Warrant HolderCertificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the registered holder of any Warrant Agent or registered Warrant Holder Certificate may apply to any court of competent jurisdiction for the appointment of such a successornew Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent appointed hereunder must be rated any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in one writing with the predecessor Warrant Agent and each transfer agent of the four highest rating categories by Common Stock, and mail a notice thereof in writing to the Rating Agencies. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all registered holders of the trust Warrant Certificates. However, failure to give any notice provided for in this Section 20, or agency business any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent shall be deemed to be or the appointment of the successor Warrant Agent without any further actionAgent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon under this Agreement by giving to the Company thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days days' notice in writing, mailed . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agentand the Holders from the Company, as such notice to specify the case may be, and to the Warrant Holders by first-class mail; provided further that no such date when removal shall become effective until a successor Warrant Agent shall have been appointed hereundereffective. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Holder (who shall with such notice submit his Warrant Certificate or Certificates for inspection by the Warrant HolderCompany), then the Warrant Agent or registered Warrant any Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent Agent. Any successor Warrant Agent, whether appointed hereunder must by the Company or such a court, shall be rated a bank or trust Company, in one good standing, incorporated under the laws of the four highest rating categories United States of America or any state thereof and having at the time of its appointment as Warrant Agent a combined capital and surplus of at least $100,000,000. After appointment and acceptance of such appointment in writing, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and shall execute and deliver any further assurance, conveyance, act or deed necessary for the Rating Agenciespurpose. Any entity which may be merged Failure to file any notice provided for in this Section 15, however, or consolidated with any defect therein, shall not affect the legality or which shall otherwise succeed to substantially all validity of the trust resignation or agency business removal of the Warrant Agent shall be deemed to be or the appointment of the successor Warrant Agent, as the case may be. In the event of such resignation or removal, the successor Warrant Agent without any further actionshall mail, by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant Holder, then the Warrant Agent or registered Warrant Holder may apply to any court of 7 <PAGE> competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one of the four highest rating categories by the Rating AgenciesAgency. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the successor Warrant Agent without any further action.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon under this Agreement by giving to the Company thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days days' prior notice in writing, mailed . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agentand the Holders from the Company, as such notice to specify the case may be, and to the Warrant Holders by first-class mail; provided further that no such date when removal shall become effective until a successor Warrant Agent shall have been appointed hereundereffective. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Holder (who shall with such notice submit his Warrant Certificate or Certificates for inspection by the Warrant HolderCompany), then the Warrant Agent or registered Warrant any Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent Agent. Any successor Warrant Agent, whether appointed hereunder must by the Company or such a court, shall be rated a bank or trust company, in one good standing, incorporated under the laws of the four highest rating categories United States of America or any state thereof and having at the time of its appointment as Warrant Agent a combined capital and surplus of at least $100,000,000. After appointment and acceptance of such appointment in writing, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and shall execute and deliver any further assurance, conveyance, act or deed necessary for the Rating Agenciespurpose. Any entity which may be merged Failure to file any notice provided for in this Section 15, however, or consolidated with any defect therein, shall not affect the legality or which shall otherwise succeed to substantially all validity of the trust resignation or agency business removal of the Warrant Agent shall be deemed to be or the appointment of the successor Warrant Agent, as the case may be. In the event of such resignation or removal, the successor Warrant Agent without any further actionshall mail, by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor Warrant Agent.

Change of Warrant Agent. The Warrant Agent or any successor Warrant Agent may resign and be discharged from its duties hereunder under this Agreement upon thirty (30) days 60 days’ notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no Company. Upon such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If if the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim such Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 60 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the registered holder of a Warrant HolderCertificate or a Warrant Share Certificate, then the registered holder of any Warrant Agent Certificate or registered Warrant Holder Share Certificate may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one Agent. Pending appointment of the four highest rating categories a successor to such Warrant Agent, either by the Rating Agencies. Any entity which may be merged Company or consolidated with or which shall otherwise succeed to substantially all of by such a court, the trust or agency business duties of the Warrant Agent shall be deemed carried out by the Company. The Majority Warrantholders shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent must be approved by the Company, which shall not unreasonably withhold such approval. After appointment the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further actionassurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section 15, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days under this Agreement by giving notice in writing mailed to the Depositor Company and by giving notice by mailing to holders of the Trustee by registered or certified mail, and to Warrants at their addresses as such addresses appear on the Warrant Holders by first-class mail register of such resignation, specifying a date when such resignation shall take effect, which date shall not be less than 30 days after the mailing of said notice. The Warrant Agent may be removed at the expense discretion of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days Company by like notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as from the case may be, Company and by like mailing of notice to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunderholders of the Warrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal removal, or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the registered holder of a Warrant Holder(who shall, with such notice, submit his Warrant for inspection by the Company), then the registered holder of any Warrant Agent or registered Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent. After appointment, any successor Warrant Agent appointed hereunder must shall be rated in one vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed, but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall give notice thereof to the predecessor Warrant Agent and each transfer agent for the Common Stock, and shall forthwith give notice to the holders of the four highest rating categories by Warrants in the Rating Agenciesmanner prescribed in this section. Any entity which may be merged Failure to file or consolidated with mail any notice provided for in this Section 15, however, or which any defect therein, shall otherwise succeed to substantially all not affect the legality or validity of the trust resignation or agency business removal of the Warrant Agent shall be deemed to be or the appointment of any successor Warrant Agent without any further actionAgent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days days' notice in writing mailed to the Depositor Trustor and the Trustee by registered or certified mail, and to the Warrant Holders holders of the Call Warrants by first-class mail at the expense of the DepositorTrustor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor Trustor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days days' notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders holders of the Call Warrants by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor Trustor shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor Trustor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Trustor shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant Holder, then the Warrant Agent or registered Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one of the four highest rating categories by the Rating Agencies. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the successor Warrant Agent without any further action.thirty

Change of Warrant Agent. The Warrant Agent may at any time resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor as Warrant Agent upon thirty (30) days written notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunderCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim such Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or of such incapacity by the resigning or incapacitated Warrant Agent or by the registered holder of a Warrant HolderCertificate, then the registered holder of any Warrant Certificate or the Warrant Agent or registered Warrant Holder may apply apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one Agent. Pending appointment of the four highest rating categories a successor to such Warrant Agent, either by the Rating Agencies. Any entity which may be merged Company or consolidated with or which shall otherwise succeed to substantially all of by such a court, the trust or agency business duties of the Warrant Agent shall be deemed carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. If a Successor Warrant Agent shall not have been appointed within 30 days of such removal, the Warrant Agent may apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further actionassurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this SECTION 17, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days 30 days' notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders holders of the Call Warrants by first-class mail at the expense of the Depositor; , provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days 30 days' notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders holders of the Call Warrants by first-class mail; , provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) 60 days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant Holderholder of a Call Warrant, then the Warrant Agent or registered holder of any Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one of the four highest rating categories by the Rating Agencies. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the successor Warrant Agent without any further action.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed under this Agreement by giving to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon Company thirty (30) days days' notice in writing, mailed . The Warrant Agent may be removed by like notice to the Warrant Agent or successor Warrant Agentand the Holders from the Company, as such notice to specify the case may be, and to the Warrant Holders by first-class mail; provided further that no such date when removal shall become effective until a successor Warrant Agent shall have been appointed hereundereffective. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification in writing of such resignation registration or incapacity by the resigning or incapacitated Warrant Agent or by any Holder (who shall with such notice submit its Warrant Certificate or Certificates for inspection by the Warrant HolderCompany), then the Warrant Agent or registered Warrant any Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent Agent. Any successor Warrant Agent, whether appointed hereunder must by the Company or such a court, shall be rated a bank or trust Company, in one good standing, incorporated under the laws of the four highest rating categories United States of America or any state thereof and having at the time of its appointment as Warrant Agent a combined capital and surplus of at least $100,000,000. After appointment and acceptance of such appointment in writing, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent with out further act or deed, but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder and shall execute and deliver any further assurance, conveyance, act or deed necessary for the Rating Agenciespurpose. Any entity which may be merged Failure to file any notice provided for in this Section 14, however, or consolidated with any defect therein, shall not affect the legality or which shall otherwise succeed to substantially all validity of the trust resignation or agency business removal of the Warrant Agent shall be deemed to be or the appointment of the successor Warrant Agent, as the case may be. In the event of such resignation or removal, the successor Warrant Agent without any further actionshall mail, by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days after 30 days' prior notice in writing is mailed to the Depositor and the Trustee Company by registered or certified mail, return receipt requested, and to the Holders of the Warrant Holders Certificates by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until Company, upon (but only upon) a duly appointed successor Warrant Agent shall have or interim Warrant Agent having been appointed hereunderand having accepted such appointment in writing as provided hereinafter. The Depositor Company may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days after 30 days' prior notice in writing, writing is mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the transfer agent of the Common Units by registered or certified mail, return receipt requested, and to the Holders of the Warrant Holders Certificates by first-class mail; provided further that no such removal shall become effective until , upon (but only upon) a duly appointed successor Warrant Agent shall have or interim Warrant Agent having been appointed hereunderand having accepted such appointment in writing as provided hereinafter. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which the Company may be designated designate as an interim Warrant Agent. If the Company appoints an interim Warrant Agent is designatedAgent, the Depositor Company shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) 60 days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Holder of a Warrant HolderCertificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Warrant Agent or registered Holder of any Warrant Holder Certificate may apply to any court of competent jurisdiction for the appointment of such a successorsuccessor Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any State of the United States, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $100,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent appointed hereunder must be rated any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. No later than the effective date of any such appointment, the Company shall file notice thereof in one writing with the predecessor Warrant Agent and the transfer agent of the four highest rating categories by Common Units, and mail a notice thereof in writing to the Rating Agencies. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all Holders of the trust Warrant Certificates. Failure to give any notice provided for in this Section 19, however, or agency business any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent shall be deemed to be or the appointment of the successor Warrant Agent without any further actionAgent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent or shall resign as provided below, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim such Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant Holderregistered holders of a majority of the then-outstanding Warrants, then the registered holder of any Warrant Agent or registered Warrant Holder Certificate may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one Agent. Pending appointment of the four highest rating categories a successor to such Warrant Agent, either by the Rating Agencies. Any entity which may be merged Company or consolidated with or which shall otherwise succeed to substantially all of by such a court, the trust or agency business duties of the Warrant Agent shall be deemed carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the Warrant Agent. The Warrant Agent may resign at any time and be discharged from the obligations hereby created by so notifying the Company in writing at least 30 days in advance of the proposed effective date of its resignation. If no successor Warrant Agent without any further actionaccepts the engagement hereunder by such time, the Company shall act as Warrant Agent.

Change of Warrant Agent. The Warrant Agent or any successor Warrant Agent may resign and be discharged from its duties hereunder under this Agreement upon thirty (30) days 30 calendar days' notice in writing mailed to the Depositor Company and to each transfer agent of the Trustee Common Stock by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereundermail. The Depositor Company may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days 30 calendar days' notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Warrant Common Stock by registered or certified mail, and to the Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign resigns or be is removed or shall otherwise become becomes incapable of acting, the Depositor shall promptly Company will appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor shall fail Company fails to make such appointment of a permanent successor within a period of thirty (30) 30 calendar days after giving notice of such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Holder (who will, with such notice, submit his Warrant Certificate for inspection by the Warrant HolderCompany), then the Warrant Agent or registered Warrant any Holder may apply to any court of competent jurisdiction for the appointment of such a successorsuccessor Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, will be a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50 million. After appointment, the successor Warrant Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent will deliver and transfer to the successor Warrant Agent appointed hereunder must be rated any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will file notice thereof in one writing with the predecessor Warrant Agent and each transfer agent of the four highest rating categories Common Stock, and mail by first class mail a notice thereof to each Holder. Failure to give any notice provided for in this SECTION 6.5, however, or any defect therein, will not affect the Rating Agencies. Any entity which may be merged legality or consolidated with or which shall otherwise succeed to substantially all validity of the trust resignation or agency business removal of the Warrant Agent shall be deemed to be or the appointment of the successor Warrant Agent, as the case may be. Notwithstanding anything to the contrary contained herein, no resignation or removal of the Warrant Agent without or any further actionsuccessor Warrant Agent will become effective prior to the effectiveness of the appointment of a successor Warrant Agent therefor.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed sent to the Depositor and the Trustee Company by registered or certified mail, and to the Warrant Registered Holders of the Warrants by first-first class mail registered or certified mail, return receipt requested, at the expense of the DepositorWarrant Agent; provided provided, however, that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor Company may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days days, notice in writing, mailed sent to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Registered Holders of the Warrants by first-first class registered or certified mail, return receipt requested; provided further provided, further, however, that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor Company shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant HolderRegistered Holder of a Warrant, then the Warrant Agent or registered any Registered Holder of a Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one of the four highest rating categories by the Rating Agencies. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the successor Warrant Agent without any further action.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) under this Agreement by giving the Company at least 30 days prior notice in writing, and by mailing notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail holders at the expense of the Depositor; provided that no Company at their addresses appearing on the Warrant Register, of such resignation, at least 15 days prior to the date such resignation or discharge shall become effective until take effect and specifying a successor date when such resignation shall take effect. The Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days be removed by like notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as from the case may be, Company and by like mailing of notice to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunderregistered holders of the Warrants. If the Warrant Agent shall resign resigns or be is removed or shall otherwise become becomes incapable of acting, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor shall fail Company fails to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the registered holder of a Warrant Holder(who shall, with such notice, submit his Warrant certificate for inspection by the Company), then the Warrant Agent or the registered holder of any Warrant Holder may may, at the expense of the Company, apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one Agent. Pending appointment of a successor to the four highest rating categories Warrant Agent, either by the Rating Agencies. Any entity which may be merged Company or consolidated with or which such a court, the Company shall otherwise succeed to substantially all of carry out the trust or agency business duties of the Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, must be registered and otherwise authorized to serve as a transfer agent pursuant to the Securities Exchange Act of 1934, as amended. If at any time the Warrant Agent shall be deemed ceases to be eligible in accordance with the provisions of this Section 18, it will resign immediately in the manner and with the effect specified in this Section 18. After acceptance in writing of the appointment, the successor Warrant Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent will deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further action.assurance, conveyance, act or deed

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder under this Agreement upon thirty (30) days 30 days’ notice in writing mailed to the Depositor Company and to each transfer agent of the Trustee Common Stock by registered or certified mail, and to the holders of the Warrant Holders Certificates by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunderCompany. The Depositor Company may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the holders of the Warrant Holders Certificates by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the holder of a Warrant HolderCertificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the registered holder of any Warrant Agent or registered Warrant Holder Certificate may apply to any court of competent jurisdiction for the appointment of such a successornew Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent appointed hereunder must be rated any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in one writing with the predecessor Warrant Agent and each transfer agent of the four highest rating categories by Common Stock, and mail a notice thereof in writing to the Rating Agencies. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all registered holders of the trust Warrant Certificates. However, failure to give any notice provided for in this Section 20, or agency business any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent shall be deemed to be or the appointment of the successor Warrant Agent without any further actionAgent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed (such resignation to become effective not earlier than sixty (60) days after giving written notice thereof to the Company and the registered Holders) or shall otherwise become incapable of actingacting as Warrant Agent or if the Board shall by resolution remove the Warrant Agent (such removal to become effective not earlier than thirty (30) days after filing a certified copy of such resolution with the Warrant Agent and giving written notice of such removal to the registered Holders), then the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor shall fail Company fails to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification it has been so notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant HolderAgent, then the Warrant Agent or any registered Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent. Beginning sixty (60) days after the Warrant Agent appointed hereunder must be rated in one gives written notice of resignation to the Company and the registered Holders or thirty (30) days after the Company files a certified copy of a resolution of the four highest rating categories Board removing the Warrant Agent with the Warrant Agent and gives written notice of such removal to the registered Holders, or upon receipt by the Rating Agencies. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all Company of written notice of the trust or agency business Warrant Agent’s becoming incapable of acting as Warrant Agent, as applicable, the duties of the Warrant Agent shall be deemed carried out by the Company pending the appointment of a successor to the Warrant Agent by the Company or a court of competent jurisdiction. Any successor Warrant Agent, whether appointed by the Company or by a court, shall be a bank or trust company, in good standing, incorporated under the laws of any state or of the United States of America. As soon as practicable after appointment of the successor Warrant Agent, the Company shall cause written notice of the change in the Warrant Agent to be given to each of the registered Holders at such ▇▇▇▇▇▇’s address appearing on the Warrant Register. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed. The former Warrant Agent shall deliver and transfer to the successor Warrant Agent the Warrant Register and any other property at the time held by it hereunder and execute and deliver, at the expense of the Company, any further actionassurance, conveyance, act or deed necessary for that purpose. Failure to give any notice provided for in this Section 18 or any defect therein, shall not affect the legality or validity of the removal of the Warrant Agent or the appointment of a successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days days’ notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders holders of the Call Warrants by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days days’ notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders holders of the Call Warrants by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant Holderholder of a Call Warrant, then the Warrant Agent or registered holder of any Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent (or any parent of such successor) appointed hereunder must be have long-term unsecured debt obligations that are rated in one of the four highest rating categories by the Rating AgenciesHired NRSRO. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the successor Warrant Agent without any further action. The holders of more than 50% of the outstanding Call Warrants, by an instrument delivered to the Depositor and the Warrant Agent in writing, shall have the right to object to, and by objecting shall thereby prevent the occurrence of, any proposed action by the Depositor under this Section 5.3.

Change of Warrant Agent. The Warrant Agent may at any time resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor as Warrant Agent upon thirty (30) days written notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunderCorporation. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Depositor Corporation shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim such Warrant Agent. If the Depositor Corporation shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or of such incapacity by the resigning or incapacitated Warrant Agent or by the registered holder of a Warrant HolderCertificate, then the registered holder of any Warrant Certificate or the Warrant Agent or registered Warrant Holder may apply apply, at the expense of the Corporation, to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one Agent. Pending appointment of the four highest rating categories a successor to such Warrant Agent, either by the Rating Agencies. Any entity which may be merged Corporation or consolidated with or which shall otherwise succeed to substantially all of by such a court, the trust or agency business duties of the Warrant Agent shall be deemed carried out by the Corporation. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. If a Successor Warrant Agent shall not have been appointed within 30 days of such removal, the Warrant Agent may apply, at the expense of the Corporation, to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Such successor to the Warrant Agent need not be approved by the Corporation or the former Warrant Agent. After appointment the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further action.assurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section 18, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the Warrant Agent. 9

Change of Warrant Agent. (a) The Warrant Agent Agent, or any successor to it hereafter appointed, may resign from its position as such and be discharged from its all further duties and liabilities hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to except liabilities arising as a result of the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation Agent's own gross negligence or discharge shall become effective until willful misconduct), after giving 30 calendar days' prior written notice to GenTek, upon (but only upon) a duly appointed successor Warrant Agent shall have having been appointed hereunderand having accepted such appointment in writing. The Depositor GenTek may remove the Warrant Agent upon not less than 30 calendar days' prior written notice specifying the date when such discharge shall take effect, and the Warrant Agent shall thereupon in like manner be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent's own gross negligence or any willful misconduct), upon (but only upon) a duly appointed successor Warrant Agent upon thirty (30) days notice having been appointed and having accepted such appointment in writing. GenTek shall cause to be mailed, mailed at the expense of GenTek, to the Warrant Agent each Holder a copy of said notice of resignation or successor Warrant Agentnotice of removal, as the case may be, and to the Warrant Holders by first-class mail; provided further that no . Upon such resignation or removal GenTek shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor shall promptly appoint in writing a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor GenTek shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 calendar days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant Holderafter such removal, then the existing Warrant Agent or registered the Holder of any Tranche B Warrant Holder may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the original Warrant Agent, either by GenTek or by such a successor. court, the duties of the Warrant Agent shall be carried out by GenTek. (b) Any successor to the Warrant Agent Agent, whether appointed hereunder must by GenTek or by a court, shall be rated in one a bank (or subsidiary thereof) or trust company doing business under the laws of the four highest rating categories by the Rating AgenciesUnited States or any state thereof, in good standing and having a combined capital and surplus of not less than $50,000,000. Any entity which may be merged or consolidated with or which shall otherwise succeed The combined capital and surplus of any such successor to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the combined capital and surplus as set forth in the most recent annual report of its condition published by such successor to the Warrant Agent prior to its appointment; provided that such reports are published at least annually pursuant to law or to the requirements of a federal or state supervising or examining authority. After acceptance in writing of such appointment by the successor to the Warrant Agent, it shall be vested with the same authority, powers, rights, immunities, duties and responsibilities as its predecessor Warrant Agent, without any further assurance, conveyance, act or deed; provided, however, the predecessor Warrant Agent shall in all events deliver and transfer to the successor Warrant Agent without all property, if any, at the time held hereunder by the predecessor Warrant Agent and if for any reason it shall be necessary or expedient to execute and deliver any further actionassurance, conveyance, act or deed, the same shall be done at the expense of GenTek and shall be legally and validly executed and delivered by the resigning or removed Warrant Agent. As soon as practicable after such appointment, GenTek shall give notice thereof to the predecessor Warrant Agent and the Holders. Failure to give any notice provided for in this Section 8.13, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days days’ notice in writing mailed to the Depositor Trustor and the Trustee by registered or certified mail, and to the Warrant Holders holders of the Call Warrants by first-class mail at the expense of the DepositorTrustor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor Trustor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days days’ notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders holders of the Call Warrants by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor Trustor shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor Trustor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Trustor shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant Holderholder of a Call Warrant, then the Warrant Agent or registered holder of any Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent (or any parent of such successor) appointed hereunder must be have long-term unsecured debt obligations that are rated in one of the four highest rating categories by the Rating AgenciesAgency. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the successor Warrant Agent without any further action. The holders of more than 50% of the outstanding Call Warrants, by an instrument delivered to the Trustor and the Warrant Agent in writing, shall have the right to object to, and by objecting shall thereby prevent the occurrence of, any proposed action by the Trustor under this Section V.3.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder under this Agreement upon thirty (30) days 30 days’ notice in writing mailed to the Depositor Company and to each known transfer agent of the Trustee Common Stock by overnight delivery, registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereundermail. The Depositor Company may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Warrant Holders Common Stock by overnight delivery, registered or certified mail, and to the Depository by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant HolderDepository, then the Warrant Agent or registered Warrant Holder the Depository may apply to any court of competent jurisdiction for the appointment of such a successornew Warrant Agent. Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent appointed and to the Company an instrument accepting such appointment hereunder must be rated in one and thereupon such new warrant agent without any further act or deed shall become vested with all the rights, powers, duties and responsibilities of the four highest rating categories Warrant Agent hereunder with like effect as if it had been named as warrant agent; but if for any reason it becomes necessary or expedient to have the former warrant agent execute and deliver any further assurance, conveyance, act or deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the Rating Agenciesformer warrant agent. Any entity which may be merged Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to the registered holders at their addresses as they appear on the registry books. Failure to file or consolidated with mail such notice, or which any defect therein, shall otherwise succeed to substantially all not affect the legality or validity of the trust or agency business appointment of the successor Warrant Agent. Upon any such termination, the Warrant Agent shall be deemed relieved and discharged of any further responsibilities with respect to be its duties, responsibilities and obligations hereunder. Upon payment of all outstanding fees and expenses hereunder, the successor Warrant Agent without shall promptly forward to the Company or its designee any further actionand all property or documentation relative to the Warrants and the holders thereof and documents relating to the Warrants or the holders thereof that the Warrant Agent may receive after its appointment has so terminated.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent or shall resign as provided below, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim such Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant Holderregistered holders of a majority of Smit▇ ▇▇▇▇▇▇ ▇▇▇rant Certificates, then the Warrant Agent or registered Warrant Holder holder of any Smit▇ ▇▇▇▇▇▇ ▇▇▇rant Certificate may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one Agent. Pending appointment of the four highest rating categories a successor to such Warrant Agent, either by the Rating Agencies. Any entity which may be merged Company or consolidated with or which shall otherwise succeed to substantially all of by such a court, the trust or agency business duties of the Warrant Agent shall be deemed carried out by the Company. The holders of a majority of the unexercised Smit▇ ▇▇▇▇▇▇ ▇▇▇rants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it here under and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in Section 21, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the Warrant Agent. The Warrant Agent may resign at any time and be discharged from the obligations hereby created by so notifying the Company in writing at least 30 days in advance of the proposed effective date of its resignation. If no successor Warrant Agent without any further actionaccepts the engagement hereunder by such time, the Company shall act as Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder upon thirty (30) days days’ notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders holders of the Call Warrants by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days days’ notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders holders of the Call Warrants by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant Holderholder of a Call Warrant, then the Warrant Agent or registered holder of any Warrant Holder may apply to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent (or any parent of such successor) appointed hereunder must be have long-term unsecured debt obligations that are rated in one of the four highest rating categories by the Rating AgenciesAgency. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business of the Warrant Agent shall be deemed to be the successor Warrant Agent without any further action. The holders of more than 50% of the outstanding Call Warrants, by an instrument delivered to the Depositor and the Warrant Agent in writing, shall have the right to object to, and by objecting shall thereby prevent the occurrence of, any proposed action by the Depositor under this Section V.3.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties hereunder under this Agreement upon thirty (30) days days' notice in writing mailed to the Depositor and the Trustee Company by registered or certified mail, and to the Warrant Holders by first-class mail at the expense registered holders of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunderCertificates by first class mail. The Depositor Company may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days days' notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock by registered or certified mail, and to the registered holders of the Warrant Holders Certificates by first-first class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the holder of the Warrant HolderCertificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the registered holder of any Warrant Agent or registered Warrant Holder Certificate may apply to any court of competent jurisdiction for the appointment of such a successornew Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the State of New York, in good standing, having its principal office in the City of New York, State of New York, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by Federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $100 Million. After appointment the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent appointed hereunder must be rated any property at the time held by it under this Agreement, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in one writing with the predecessor Warrant Agent and each transfer agent of the four highest rating categories by Common Stock, and mail a notice thereof in writing to the Rating Agencies. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all registered holders of the trust Warrant Certificates. Failure to give any notice provided in this Section 18, however, or agency business any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent shall be deemed to be or the appointment of successor Warrant Agent without any further actionAgent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign ----------------------- and be discharged from its duties hereunder under this Agreement upon thirty (30) days 30 days' notice in writing mailed to New Hillhaven and to each transfer agent of the Depositor and the Trustee New Hillhaven Common Stock by registered or certified mail, and to the Warrant Holders by first-class mail at the expense holders of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunderCertificates by first class mail. The Depositor New Hillhaven may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days 30 days' notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the New Hillhaven Common Stock by registered or certified mail, and to the holders of the Warrant Holders Certificates by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor New Hillhaven shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor New Hillhaven shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the holder of a Warrant HolderCertificate (who shall, with such notice, submit his Warrant Certificate for inspection by New Hillhaven), then the registered holder of any Warrant Agent or registered Warrant Holder Certificate may apply to any court of competent jurisdiction for the appointment of such a successornew Warrant Agent. Any successor Warrant Agent, whether appointed by New Hillhaven or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state thereof, in good standing, having its principal office in Boston, Massachusetts, Chicago, Illinois, Los Angeles, California, New York, New York, San Francisco, California or Seattle, Washington, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by a federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $250,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent appointed hereunder must be rated any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, New Hillhaven shall file notice thereof in one writing with the predecessor Warrant Agent and each transfer agent for New Hillhaven Common Stock, and mail a notice thereof in writing to the registered holders of the four highest rating categories by Warrant Certificates. Failure to give any notice provided for in this Section 19, however, or any defect therein, shall not affect the Rating Agencies. Any entity which may be merged legality or consolidated with or which shall otherwise succeed to substantially all validity of the trust resignation or agency business removal of the Warrant Agent shall be deemed to be or the appointment of the successor Warrant Agent without any further actionAgent, as the case may be.

Change of Warrant Agent. The Warrant Agent may at any time resign and be discharged from its duties hereunder upon thirty (30) days notice in writing mailed to the Depositor and the Trustee by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor as Warrant Agent upon thirty (30) days 60 days' written notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunderCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Depositor Company shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim such Warrant Agent. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within sixty (60) days after notification it has been notified in writing of such resignation or of such incapacity by the resigning or incapacitated Warrant Agent or by the registered holder of a Warrant HolderCertificate, then the registered holder of any Warrant Certificate or the Warrant Agent or registered Warrant Holder may apply apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent appointed hereunder must be rated in one Agent. Pending appointment of the four highest rating categories a successor to such Warrant Agent, either by the Rating Agencies. Any entity which may be merged Company or consolidated with or which shall otherwise succeed to substantially all of by such a court, the trust or agency business duties of the Warrant Agent shall be deemed carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. If a Successor Warrant Agent shall not have been appointed within 30 days of such removal, the Warrant Agent may apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it hereunder and execute and deliver any further actionassurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section 16, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be ----------------------- discharged from its duties hereunder under this Agreement upon thirty (30) days days' prior notice in writing mailed to the Depositor and the Trustee Company by registered or certified mail, and to the each registered holder of Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereunderCertificates. The Depositor Company may remove the Warrant Agent or any successor Warrant Agent warrant agent upon thirty (30) days days' prior notice in writing, mailed to the Warrant Agent or successor Warrant Agentwarrant agent, as the case may be, and to the Warrant Holders by first-class registered or certified mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Depositor Company shall promptly appoint a successor to the Warrant AgentAgent and shall, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designatedwithin fifteen days following such appointment, give notice thereof in writing to each of the Depositor shall then appoint a permanent successor to registered holders of the Warrant Agent, which may be the interim Warrant AgentCertificates. If the Depositor Company shall fail to make such appointment of a permanent successor within a period of thirty (30) fifteen days after giving notice of such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by the Warrant HolderAgent, then (i) the Company agrees to perform the duties of the Warrant Agent or hereunder and (ii) the registered holder of any Warrant Holder Certificate may apply to any court of competent jurisdiction for the appointment of such a successornew warrant agent. Any successor warrant agent, whether appointed by the Company or by such a court, shall be a bank or trust company, in good standing, having its principal corporate trust office in Minneapolis or St. ▇▇▇▇, Minnesota, or in New York, New York, and having at the time of its appointment as successor warrant agent a combined capital and surplus of at least $25,000,000. After appointment the responsibilities as if it had been originally named as warrant agent without further act or deed; but the former warrant agent shall deliver and transfer to the successor warrant agent any property at the time held by in hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to give any notice provided for in this Section, however, or any defect therein shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the Warrant Agent or the appointment of the successor warrant agent, as the case may be. Any agent appointed pursuant to Section 5 hereof may resign and be discharged from its duties under this Agreement upon thirty days' prior notice in writing mailed to the Warrant Agent at its principal corporate trust offices by registered or certified mail. The Warrant Agent may remove any such agent upon thirty days' prior notice in writing, mailed to such agent by registered or certified mail. In the event a successor agent shall be appointed hereunder must or another office shall be rated in one of the four highest rating categories maintained by the Rating Agencies. Any entity which may be merged or consolidated with or which shall otherwise succeed Warrant Agent pursuant to substantially all of the trust or agency business of Section 5 hereof, the Warrant Agent shall be deemed within fifteen days thereafter give notice thereof in writing to be each of the successor registered holders of Warrant Agent without any further actionCertificates.

Change of Warrant Agent. The Warrant Agent or any successor Warrant ----------------------- Agent may resign and be discharged from its duties hereunder under this Agreement upon thirty (30) days 30 calendar days' notice in writing mailed to the Depositor Company and to each transfer agent of the Trustee Common Stock by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Depositor; provided that no such resignation or discharge shall become effective until a successor Warrant Agent shall have been appointed hereundermail. The Depositor Company may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days 30 calendar days' notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Warrant Common Stock by registered or certified mail, and to the Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign resigns or be is removed or shall otherwise become becomes incapable of acting, the Depositor shall promptly Company will appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Depositor shall fail Company fails to make such appointment of a permanent successor within a period of thirty (30) 30 calendar days after giving notice of such removal or within sixty (60) days after notification it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Holder (who will, with such notice, submit his Warrant Certificate for inspection by the Warrant HolderCompany), then the Warrant Agent or registered Warrant any Holder may apply to any court of competent jurisdiction for the appointment of a successor Warrant Agent. Pending appointment of a successor to such Warrant Agent, either by the Company or by such a successor. Any successor to court, the Warrant Agent appointed hereunder must be rated in one of the four highest rating categories by the Rating Agencies. Any entity which may be merged or consolidated with or which shall otherwise succeed to substantially all of the trust or agency business duties of the Warrant Agent shall will be deemed carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such a court, will be a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to be do business as a banking institution in the State of New York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50 million. After appointment, the successor Warrant Agent will be vested with the same powers, rights, duties, and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the predecessor Warrant Agent will deliver and transfer to the successor Warrant Agent any property at the time held by it hereunder, and execute and deliver any further actionassurance, conveyance, act, or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Common Stock, and mail by first class mail a notice thereof to each Holder. Failure to give any notice provided for in this Section 6.5, however, or any defect therein, will not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.