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 under this Agreement by giving to the Company notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 from the Company and by like mailing of notice to the holders of the Warrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after the removal or after it has been notified in writing of the resignation or incapacity by the resigning or incapacitated Warrant Agent, the registered holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. After appointment, the successor warrant agent shall be vested with the same powers, right, 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 all canceled Warrants, records and 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 file or mail 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 successor warrant agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 from the Company and by like mailing of notice to the holders of the WarrantsCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after the such removal or after it has been notified in writing of the such resignation or incapacity by the resigning or incapacitated Warrant Agent, the registered holder of then any Warrant Holder may apply to any a court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the successor warrant agent, the Company shall perform the duties of the Warrant Agent. After appointment, the successor warrant agent shall be vested with the same powers, rightrights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but provided, however, the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent all canceled Warrants, records and 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 file or mail any notice provided for in this SectionSection 13.3, 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. In the event of such resignation or removal, the successor warrant agent shall mail, first class, 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 under this Agreement upon 30 days' prior notice in writing mailed, by giving registered or certified mail, to the Company. The Company may remove the Warrant Agent or any successor warrant agent upon 30 days' prior notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 mailed to the Warrant Agent from or successor warrant agent, as the Company and case may be, by like mailing of notice to the holders of the Warrantsregistered or certified mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant AgentAgent and shall, within 15 days following such appointment, give notice thereof in writing to each registered holder of the Warrant Certificates. If the Company shall fail to make such appointment within a period of 30 15 days after the giving notice of such removal or after it has been notified in writing of the such resignation or incapacity by the resigning or incapacitated Warrant Agent, then the registered holder Company agrees to perform the duties of any the Warrant may apply to any court of competent jurisdiction for the appointment of Agent hereunder until a successor to the Warrant AgentAgent is appointed. After appointment, appointment the successor warrant agent Warrant Agent shall be vested with the same powers, rightrights, 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 all canceled Warrants, records and Warrant Agent any property at the time held by it hereunderpursuant to this Agreement, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file or mail give any notice provided for in this Section, however, or any defect therein, 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 under this Agreement upon 30 days' prior notice in writing mailed, by giving registered or certified mail, to the Company. The Company may remove the Warrant Agent or any successor warrant agent upon 30 days' prior notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 mailed to the Warrant Agent from or successor warrant agent, as the Company and case may be, by like mailing of notice to the holders of the Warrantsregistered or certified mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant AgentAgent and shall, within 15 days following such appointment, give notice thereof in writing to each registered holder of the Certificates. If the Company shall fail to make such appointment within a period of 30 15 days after the giving notice of such removal or after it has been notified in writing of the such resignation or incapacity by the resigning or incapacitated Warrant Agent, then the registered holder Company agrees to perform the duties of any the Warrant may apply to any court of competent jurisdiction for the appointment of Agent hereunder until a successor to the Warrant AgentAgent is appointed. After appointment, appointment the successor warrant agent Warrant Agent shall be vested with the same powers, rightrights, 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 all canceled Warrants, records and Warrant Agent any property at the time held by it hereunderpursuant to this Agreement, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file or mail give any notice provided for in this Section, however, or any defect therein, 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 under this Agreement upon 90 calendar days' prior notice in writing mailed, by giving registered or certified mail, to the Company. The Company may remove the Warrant Agent or any successor warrant agent upon 60 calendar days' prior notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 mailed to the Warrant Agent from or successor warrant agent, as the Company and case may be, by like mailing of notice to the holders of the Warrantsregistered or certified mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant AgentAgent and shall, within 30 calendar days following such appointment, give notice thereof in writing to each registered holder of the Warrant Certificates. If the Company shall fail to make such appointment within a period of 30 calendar days after the giving notice of such removal or after it has been notified in writing of the such resignation or incapacity by the resigning or incapacitated Warrant Agent, then the registered holder Company agrees to perform the duties of any the Warrant may apply to any court of competent jurisdiction for the appointment of Agent hereunder until a successor to the Warrant Agentwarrant agent is appointed. After appointment, appointment the successor warrant agent shall be vested with the same powers, rightrights, 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 all canceled Warrants, records and 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 this purpose. Failure to file or mail give any notice provided for in this Section, however, or any defect therein, 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 under this Agreement upon 30 days’ prior notice in writing mailed, by giving registered or certified mail, to the Company. The Company may remove the Warrant Agent or any successor warrant agent upon 30 days’ prior notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 mailed to the Warrant Agent from or successor warrant agent, as the Company and case may be, by like mailing of notice to the holders of the Warrantsregistered or certified mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant AgentAgent and shall, within 15 days following such appointment, give notice thereof in writing to each registered holder of the Warrant Certificates. If the Company shall fail to make After such appointment within a period of 30 days after the removal or after it has been notified in writing of the resignation or incapacity by the resigning or incapacitated Warrant Agent, the registered holder Company agrees to perform the duties of any the Warrant may apply to any court of competent jurisdiction for the Agent hereunder until a successor Warrant Agent is appointed. After appointment and execution of a successor to the Warrant Agent. After appointmentcopy of this Agreement in effect at that time, the successor warrant agent Warrant Agent shall be vested with the same powers, rightrights, 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 all canceled WarrantsWarrant Agent, records and within a reasonable time, 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 file or mail give any notice provided for in this Section, however, or any defect therein, 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 or be discharged by the Company from its duties under this Agreement by the Warrant Agent or the Company, as the case may be, by giving notice in writing to the Company notice in writingother, and to the holders of the Warrants notice by mailing such notice to holders at the addresses appearing on the Warrant register, of such resignation, specifying giving a date when such resignation or discharge shall take effect. The Warrant Agent may , which notice shall be removed by like notice sent at least 30 days prior to the Warrant Agent from the Company and by like mailing of notice to the holders of the Warrantsdate so specified. If the Warrant Agent shall resign or resign, be removed discharged or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after the removal or after it has been notified in writing of the such resignation or incapacity by the resigning or incapacitated Warrant Agent, the registered holder of Agent or by any Warrant may apply to any court of competent jurisdiction for the appointment of a successor to Holder or after discharging the Warrant Agent, then the Company agrees to perform the duties of the Warrant Agent hereunder until a successor Warrant Agent is appointed. After appointmentappointment and execution of a copy of this Agreement in effect at that time, the successor warrant agent Warrant Agent shall be vested with the same powers, rightrights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but deed and the former Warrant Agent shall deliver and transfer to the successor warrant agent all canceled Warrants, records and Warrant Agent any property at the time held by it hereunderthereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for effecting the purposedelivery or transfer. Failure to file or mail give any notice provided for in this SectionSection 18, 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 agentWarrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement by giving as Warrant Agent at any time following 30 days written notice thereof to the Company notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 from the Company and by like mailing of notice to the holders of the WarrantsCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after the removal or after it has been notified in writing of the resignation or such incapacity by the resigning Warrant Agent or incapacitated Warrant Agent, by the registered holder Holder of a Warrant Certificate, then the registered Holder of any Warrant 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 court, the duties of the Warrant Agent shall be 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 warrant agent to the Warrant Agent shall be vested with the same powers, rightrights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but provided that the former Warrant Agent shall deliver and transfer to the successor warrant agent all canceled Warrants, records and to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file or mail give any notice provided for in this SectionSection 13, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may beAgent.

Change of Warrant Agent. The Warrant Agent may resign and or be discharged by the Company from its duties under this Agreement by the Warrant Agent or the Company, as the case may be, by giving notice in writing to the Company notice in writingother, and to the holders of the Warrants notice by mailing such notice to holders at the addresses appearing on the Warrant register, of such resignation, specifying giving a date when such resignation or discharge shall take effect. The Warrant Agent may , which notice shall be removed by like notice sent at least 30 days prior to the Warrant Agent from the Company and by like mailing of notice to the holders of the Warrantsdate so specified. If the Warrant Agent shall resign or resign, be removed discharged or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after the removal or after it has been notified in writing of the such resignation or incapacity by the resigning or incapacitated Warrant Agent, the registered holder of Agent or by any Warrant may apply to any court of competent jurisdiction for the appointment of a successor to Holder or after discharging the Warrant Agent, then the Company agrees to perform the duties of the Warrant Agent hereunder until a successor Warrant Agent is appointed. After appointmentappointment and execution of a copy of this Agreement in effect at that time, the successor warrant agent Warrant Agent shall be vested with the same powers, rightrights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but deed and the former Warrant Agent shall deliver and transfer to the successor warrant agent all canceled Warrants, records and Warrant Agent any property at the time held by it hereunderthereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for effecting the purposedelivery or transfer. Failure to file or mail give any notice provided for in this Sectionthe 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 successor warrant agentWarrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement by giving to the Company notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 from the Company and by like mailing of notice to the holders of the Warrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after the removal or after it has been notified in writing of the resignation or incapacity by the resigning or incapacitated Warrant Agent, the registered holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. After appointment, the successor warrant agent shall be vested with the same powers, right, 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 all canceled Warrants, records and 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 file or mail 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 successor warrant agent, as the case may be. SECTION 17.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement by giving to the Company notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 from the Company and by like mailing of notice to the holders of the Warrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after the removal or after it has been notified in writing of the resignation or such incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. After appointmentPending appointment of a successor to such Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be 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 warrant agent 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, rightrights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but provided that the former Warrant Agent shall deliver and transfer to the successor warrant agent all canceled Warrants, records and to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file or mail give any notice provided for in this SectionSection 16, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may beAgent.

Change of Warrant Agent. The Warrant Agent may resign and or be discharged by the Company from its duties under this Agreement by the Warrant Agent or the Company, as the case may be, giving notice in writing to the Company notice in writingother, and to the holders of the Warrants notice by mailing such notice to holders at the addresses appearing on the Warrant register, of such resignation, specifying giving a date when such resignation or discharge shall take effect. The Warrant Agent may , which notice shall be removed by like notice sent at least 30 days prior to the Warrant Agent from the Company and by like mailing of notice to the holders of the Warrantsdate so specified. If the Warrant Agent shall resign or resign, be removed discharged or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after the removal or after it has been notified in writing of the such resignation or incapacity by the resigning or incapacitated Warrant Agent, the registered holder of Agent or by any Warrant may apply to any court of competent jurisdiction for the appointment of a successor to Holder or after discharging the Warrant Agent, then the Company agrees to perform the duties of the Warrant Agent hereunder until a successor Warrant Agent is appointed. After appointmentappointment and execution of a copy of this Agreement in effect a that time, the successor warrant agent Warrant Agent shall be vested with the same powers, rightrights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but deed and the former Warrant Agent shall deliver and transfer to the successor warrant agent all canceled Warrants, records and Warrant Agent any property at the time held by it hereunderthereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for effecting the purposedelivery or transfer. Failure to file or mail give any notice provided for in this Sectionthe 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 successor warrant agentWarrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement by giving to the Company 30 days’ notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 from the Company and by like mailing of notice to the holders of the WarrantsCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after the such removal or after it has been notified in writing of the such resignation or incapacity by (a) the resigning or incapacitated Warrant AgentAgent or (b) any Holder (who shall with such notice submit his Warrant for inspection by the Company), the registered holder of then any Warrant Holder may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. After appointment, the successor warrant agent shall be vested with the same powers, rightrights, duties and responsibilities as if it had been originally named as the Warrant Agent without further act or deed; but the former Warrant Agent shall deliver and transfer to the successor warrant agent all canceled Warrants, records and 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 file or mail any notice provided for in this SectionSection 16, 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. In the event of such resignation or removal, the successor warrant agent shall 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 under this Agreement by giving to the Company notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 from the Company and by like mailing of notice to the holders of the Warrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after the removal or after it has been notified in writing of the resignation or such incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. After appointmentPending appointment of a successor to such Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be 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 warrant agent 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, rightrights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but provided that the former Warrant Agent shall deliver and transfer to the successor warrant agent all canceled Warrants, records and to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file or mail give any notice provided for in this SectionSection 13, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may beAgent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement by giving to the Company notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 from the Company and by like mailing of notice to the holders of the Warrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after the removal or after it has been notified in writing of the resignation or such incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. After appointmentPending appointment of a successor to such Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be 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 warrant agent 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, rightrights, 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 warrant agent all canceled Warrants, records and to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file or mail give any notice provided for in this SectionSection 16, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may beAgent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement by giving to the Company notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 from the Company and by like mailing of notice to the holders of the Warrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after the removal or after it has been notified in writing of the resignation or such incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. After appointmentPending appointment of a successor to such Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be 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 warrant agent 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, rightrights, 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 warrant agent all canceled Warrants, records and to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file or mail give any notice provided for in this SectionSECTION 16, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may beAgent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement by giving to the Company notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 from the Company and by like mailing of notice to the holders of the Warrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after the removal or after it has been notified in writing of the resignation or such incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. After appointmentPending appointment of a successor to such Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be 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 warrant agent 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, rightrights, 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 warrant agent all canceled Warrants, records and to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file or mail give any notice provided for in this SectionSection 17, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may beAgent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement by giving to the Company notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 from the Company and by like mailing of notice to the holders of the Warrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to such Warrant Agent, provided such successor is acceptable to the Warrant Agentholders pursuant to Section 15 hereof. If the Company shall fail to make such appointment within a period of 30 days after the removal or after it has been notified in writing of the resignation or such incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the retiring Warrant Agent or the registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. After appointmentPending appointment of a successor to such Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The Company, with the consent of the Administrative Agent (as defined in the Bridge Loan Agreement), shall be entitled at any time to remove the Warrant Agent and appoint a successor warrant agent 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, rightrights, 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 all canceled Warrants, records and to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file or mail give any notice provided for in this SectionSection 17, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may beAgent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement at any time by giving to so notifying the Company notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 from the Company and by like mailing of notice to the holders of the WarrantsCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after the removal or after it has been notified in writing of the resignation or such incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. After appointmentPending appointment of a successor to such Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be 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 warrant agent 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, rightrights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but provided that the former Warrant Agent shall deliver and transfer to the successor warrant agent all canceled Warrants, records and to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file or mail 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 successor warrant agent, as the case may be.in

Change of Warrant Agent. The Warrant Agent may resign and be ----------------------- discharged from its duties under this Agreement upon 90 calendar days' prior notice in writing mailed, by giving registered or certified mail, to the Company. The Company may remove the Warrant Agent or any successor warrant agent upon 60 calendar days' prior notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 mailed to the Warrant Agent from or successor warrant agent, as the Company and case may be, by like mailing of notice to the holders of the Warrantsregistered or certified mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant AgentAgent and shall, within 30 calendar days following such appointment, give notice thereof in writing to each registered holder of the Warrant Certificates. If the Company shall fail to make such appointment within a period of 30 calendar days after the giving notice of such removal or after it has been notified in writing of the such resignation or incapacity by the resigning or incapacitated Warrant Agent, then the registered holder Company agrees to perform the duties of any the Warrant may apply to any court of competent jurisdiction for the appointment of Agent hereunder until a successor to the Warrant Agentwarrant agent is appointed. After appointment, appointment the successor warrant agent shall be vested with the same powers, rightrights, 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 all canceled Warrants, records and 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 this purpose. Failure to file or mail give any notice provided for in this Section, however, or any defect therein, 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 under this Agreement upon 60 days' prior notice in writing mailed, by giving registered or certified mail, to the Company. The Company may remove the Warrant Agent or any successor warrant agent upon 60 days' prior notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 mailed to the Warrant Agent from or successor warrant agent, as the Company and case may be, by like mailing of notice to the holders of the Warrantsregistered or certified mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant AgentAgent and shall, within 30 days following such appointment, give notice thereof in writing to each registered holder of the Warrant Certificates. If the Company shall fail to make such appointment within a period of 30 days after the giving notice of such removal or after it has been notified in writing of the such resignation or incapacity by the resigning or incapacitated Warrant Agent, then the registered holder Company agrees to perform the duties of any the Warrant may apply to any court of competent jurisdiction for the appointment of Agent hereunder until a successor to the Warrant AgentAgent is appointed. After appointment, appointment the successor warrant agent Warrant Agent shall be vested with the same powers, rightrights, 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 all canceled Warrants, records and 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 file or mail give any notice provided for in this Section, however, or any defect therein, 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 under this Agreement by giving to the Company notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 from the Company and by like mailing of notice to the holders of the Warrants. If the Warrant Agent shall resign or be removed or shall otherwise become ----------------------- incapable of actingacting as Warrant Agent, the Company Holdings shall appoint a successor to the such Warrant Agent. If the Company Holdings shall fail to make such appointment within a period of 30 days after the removal or after it has been notified in writing of the resignation or such incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. After appointmentPending appointment of a successor to such Warrant Agent, either by Holdings or by such a court, the duties of the Warrant Agent shall be carried out by Holdings. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor warrant agent to such Warrant Agent. Such successor to the Warrant Agent need not be approved by Holdings or the former Warrant Agent. After appointment the successor to the Warrant Agent shall be vested with the same powers, rightrights, 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 all canceled Warrants, records and to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file or mail give any notice provided for in this SectionSection 13, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may beAgent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement by giving to the Company notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 from the Company and by like mailing of notice to the holders of the Warrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after the removal or after it has been notified in writing of the resignation or such incapacity by the resigning Warrant Agent or incapacitated by the holder of a Warrant AgentCertificate, then the registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. After appointmentPending appointment of a successor to such Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be 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 warrant agent 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, rightrights, 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 warrant agent all canceled Warrants, records and to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file or mail give any notice provided for in this SectionSection 18, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may beAgent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days’ advance notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 from the Company and by like mailing of notice to the holders of the WarrantsCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after the such removal or after it has been notified in writing of the such resignation or incapacity by the resigning or incapacitated Warrant Agent, the registered holder of then any Warrant Holder may apply to any a court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the successor warrant agent, the Company shall perform the duties of the Warrant Agent. After appointment, the successor warrant agent shall be vested with the same powers, rightrights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but provided, however, the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent all canceled Warrants, records and 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 file or mail any notice provided for in this SectionSection 13.3, 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. In the event of such resignation or removal, the successor warrant agent shall mail, first class, 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 under this Agreement by giving to the Company notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 from the Company and by like mailing of notice to the holders of the Warrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after the removal or after it has been notified in writing of the resignation or such incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the Warrant Agent or registered holder of any Warrant may apply at the expense of the Company to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. After appointmentPending appointment of a successor to such Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be 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 warrant agent 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, rightrights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but provided that the former Warrant Agent upon payment of all amounts owed to it shall deliver and transfer to the successor warrant agent all canceled Warrants, records and to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file or mail give any notice provided for in this SectionSection 13, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may beAgent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement at any time by giving to so notifying the Company notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 from the Company and by like mailing of notice to the holders of the WarrantsCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after the removal or after it has been notified in writing of the resignation or such incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. After appointmentPending appointment of a successor to such Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be 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 warrant agent 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, rightrights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but provided that the former Warrant Agent shall deliver and transfer to the successor warrant agent all canceled Warrants, records and to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file or mail give any notice provided for in this SectionSection 13, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may beAgent.

Change of Warrant Agent. The Warrant Agent may resign and be ----------------------- discharged from its duties under this Agreement upon 60 days' prior notice in writing mailed, by giving registered or certified mail, to the Company Bank. The Bank may remove the Warrant Agent or any successor warrant agent upon 60 days' prior notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 mailed to the Warrant Agent from or successor warrant agent, as the Company and case may be, by like mailing of notice to the holders of the Warrantsregistered or certified mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company Bank shall appoint a successor to the Warrant AgentAgent and shall, within 30 days following such appointment, give notice thereof in writing to each registered holder of the Warrant Certificates. If the Company Bank shall fail to make such appointment within a period of 30 days after the giving notice of such removal or after it has been notified in writing of the such resignation or incapacity by the resigning or incapacitated Warrant Agent, then the registered holder Bank agrees to perform the duties of any the Warrant may apply to any court of competent jurisdiction for the appointment of Agent hereunder until a successor to the Warrant Agentwarrant agent is appointed. After appointment, appointment the successor warrant agent shall be vested with the same powers, rightrights, duties and responsibilities as if it had 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 all canceled Warrants, records and 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 file or mail give any notice provided for in this Section, however, or any defect therein, 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 under this Agreement by giving to the Company notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 upon 30 days’ notice to the Warrant Agent from the Company and by like mailing of notice to the holders of the WarrantsCompany. If the Warrant Agent shall resign or be removed resigns or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the Warrant Agentsuccessor. If the Company shall fail to make such appointment within a period of 30 days after the removal or after it has been notified in writing of the such resignation or incapacity by the resigning or incapacitated Warrant AgentAgent or by the registered holder of a Warrant Certificate, then the resigning or incapacitated Warrant Agent or the registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a successor to the resigning or incapacitated Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be carried out by the Company. Any successor warrant agent whether appointed by the Company or by such a court, shall be a bank or trust company, in good standing, incorporated under the laws of the State of New York, or the State of California or of the United States of America, and must have at the time of its appointment as Warrant Agent (together with its corporate parent) a combined capital and surplus of at least fifty million dollars. After appointment, appointment the successor warrant agent shall be vested with the same powers, rightrights, 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 all canceled Warrants, records and any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file or mail give any notice provided for in this SectionSection 19, 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 a successor warrant agent, agent as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement at any time by giving to so notifying the Company notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 from the Company and by like mailing of notice to the holders of the WarrantsCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable inca- pable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after the removal or after it has been notified in writing of the such incapacity or resignation or incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. After appointmentPending appointment of a successor to such Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be 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 warrant agent 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, rightrights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but the former Warrant Agent shall shall, after the payment of all outstanding amounts owed to it hereun- der, deliver and transfer to the successor warrant agent all canceled Warrants, records and to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assuranceassur- ance, conveyance, act or deed necessary for the purpose. Failure to file or mail give any notice provided for in this SectionSection 17, however, or any defect therein, shall not affect the legality or validity of the appointment of a successor to the Warrant Agent. The provisions of Section 16 with respect to any Warrant Agent shall survive such Warrant Agent's resignation or removal of the Warrant Agent or the appointment of the successor warrant agent, as the case may beremoval.

Change of Warrant Agent. The Warrant Agent or any successor Warrant Agent may resign and be discharged from its duties under this Agreement by giving upon 30 days' notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days' notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 writing mailed to the Warrant Agent from or successor Warrant Agent, as the Company case may be, and by like mailing of notice to the holders each transfer agent of the WarrantsCommon Stock by registered or certified mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after the giving notice of such removal or after it has been notified in writing of the such resignation or incapacity by the resigning or incapacitated Warrant Agent, then the registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a successor to the new Warrant Agent. After appointmentNotwithstanding any provision to the contrary contained herein, the successor warrant agent shall be vested with the same powers, right, duties and responsibilities as if it had been originally named as Warrant Agent without further act removal or deed; but the former Warrant Agent shall deliver and transfer to the successor warrant agent all canceled Warrants, records and 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 file or mail 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 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 a corporation or other business organization organized and doing business under the appointment laws of the successor warrant agentUnited States or any state of the United States, as the case may be.in good standing, which is authorized under such laws to exercise corporate trust or

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement by giving to (a) If the Company notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 terminates the Warrant Agent from the Company and by like mailing of notice to the holders of the Warrants. If or 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 Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after it has terminated the removal Warrant Agent or after it has been notified in writing of the a resignation or incapacity by the resigning or incapacitated Warrant Agent, then the registered holder of any Warrant 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 court, the duties of the Warrant Agent shall be carried out by the Company. After appointment, the successor warrant agent to the Warrant Agent shall be vested with the same powers, rightrights, 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 all canceled Warrants, records and to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file or mail give any notice provided for in this SectionSection 19, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent. (b) 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 or accepts the appointment of engagement hereunder by such time, the successor warrant agent, Company shall act as the case may beWarrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement by giving to the Company notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 from the Company and by like mailing of notice to the holders of the Warrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company Holdings shall appoint a successor to the such Warrant Agent. If the Company Holdings shall fail to make such appointment within a period of 30 days after the removal or after it has been notified in writing of the resignation or such incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. After appointmentPending appointment of a successor to such Warrant Agent, either by Holdings or by such a court, the duties of the Warrant Agent shall be carried out by Holdings. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor warrant agent to such Warrant Agent. Such successor to the Warrant Agent need not be approved by Holdings or the former Warrant Agent. After appointment the successor to the Warrant Agent shall be vested with the same powers, rightrights, 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 all canceled Warrants, records and to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file or mail give any notice provided for in this SectionSection 13, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may beAgent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement by giving to the Company notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 from the Company and by like mailing of notice to the holders of the Warrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after the removal or after it has been notified in writing of the resignation or such incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. After appointmentPending appointment of a successor to such Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be 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 warrant agent 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, rightrights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but provided, that the former Warrant Agent shall deliver and transfer to the successor warrant agent all canceled Warrants, records and to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purposepurpose upon written request therefor. Failure to file or mail give any notice provided for in this SectionSection 15, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may beAgent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement by giving to the Company notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 from the Company and by like mailing of notice to the holders of the Warrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after the removal or after it has been notified in writing of the resignation or incapacity by the resigning or incapacitated Warrant Agent, the registered holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. After appointment, the successor warrant agent shall be vested with the same powers, rightrights, 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 all canceled Warrants, records and 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 file or mail 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 successor warrant agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement by giving to the Company notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 from the Company and by like mailing of notice to the holders of the Warrants. If the Warrant Agent shall resign or be removed or shall otherwise become ----------------------- incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after the removal or after it has been notified in writing of the resignation or such incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Warrant may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. After appointmentPending appointment of a successor to such Warrant Agent, either by the Company or by such a court, the duties of the Warrant Agent shall be 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 warrant agent 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, rightrights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but provided that the former Warrant Agent shall deliver and transfer to the successor warrant agent all canceled Warrants, records and to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file or mail give any notice provided for in this SectionSection 20, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may beAgent.

Change of Warrant Agent. The Warrant Agent may resign and or be discharged by the Company from its duties under this Agreement by the Warrant Agent or the Company, as the case may be, giving notice in writing to the Company notice in writingother, and to the holders of the Warrants notice by mailing such notice to holders at the addresses appearing on the Warrant register, of such resignation, specifying giving a date when such resignation or discharge shall take effect. The Warrant Agent may , which notice shall be removed by like notice sent at least 60 days prior to the Warrant Agent from the Company and by like mailing of notice to the holders of the Warrantsdate so specified. If the Warrant Agent shall resign or resign, be removed discharged or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 60 days after the removal or after it has been notified in writing of the such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Warrant Holder or after discharging the Warrant Agent, the registered holder of then any Warrant Holder may apply to any court a Court of competent jurisdiction jurisdiction, for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or such Court, the Company shall carry out the duties of the Warrant Agent. After appointment, the successor warrant agent Warrant Agent shall be vested with the same powers, rightrights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; but deed and the former Warrant Agent shall deliver and transfer to the successor warrant agent all canceled Warrants, records and Warrant Agent any property at the time held by it hereunderthereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for effecting the purposedelivery or transfer. Failure to file or mail give any notice provided for in this Sectionthe 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 successor warrant agentWarrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement by giving to If the Company notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the 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 terminates the Warrant Agent from the Company and by like mailing of notice to the holders of the Warrants. If or 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 Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after it has terminated the removal Warrant Agent or after it has been notified in writing of the a resignation or incapacity by the resigning or incapacitated Warrant Agent, then the registered holder of any Warrant 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 court, the duties of the Warrant Agent shall be carried out by the Company. After appointment, the successor warrant agent to the Warrant Agent shall be vested with the same powers, rightrights, 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 all canceled Warrants, records and to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file or mail give any notice provided for in this SectionSection 19, however, or any defect therein, shall not affect the legality or validity of the resignation or removal 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 or accepts the appointment of engagement hereunder by such time, the successor warrant agent, Company shall act as the case may beWarrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement by giving to the Company notice in writing, and by giving notice in writing to the holders of the Warrants notice by mailing such notice to holders at the their respective addresses appearing on the Warrant register, of such resignationregister prior to the date so specified, specifying a date when such resignation shall take effect, which notice shall be sent at least 30 days prior to the date so specified. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company and by like mailing of notice to the holders of the WarrantsCompany. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after the such removal or after it has been notified in writing of the such resignation or incapacity by the resigning or incapacitated Warrant Agent, the Agent or by any registered holder of a Warrant, then any registered holder of a Warrant may apply to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Any successor warrant agent, whether appointed by the Company or by such a court, shall be a bank or trust company having its principal office, and having capital and surplus as shown by its last published report to its stockholders, of at least five million dollars ($5,000,000). After appointment, the successor warrant agent shall be vested with the same powers, rightrights, 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 all canceled Warrants, records and 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 file or mail 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 successor warrant agent, as the case may be.