Common use of Change of Rights Agent Clause in Contracts

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to the Corporation and to each transfer agent of Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation will appoint a successor to the Rights Agent. If the Corporation fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate for inspection by the Corporation), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall be a corporation incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province of Manitoba. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for that purpose. Not later than the effective date of any such appointment, the Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, and mail a notice thereof in writing to the holders of the Rights. Failure to give notice provided for in this section 6.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 30 days’ ' notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated Person organized and doing business under the laws of Canada the United States or any state of the United States, in good standing, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of a trust company in the Province of Manitobaat least $50,000,000. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 90 days’ notice in writing (or such lesser notice as is acceptable to the CorporationTransAlta) in writing mailed to the Corporation TransAlta and to each transfer agent of Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation TransAlta may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation TransAlta will appoint a successor to the Rights Agent. If the Corporation TransAlta fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate Certificate, if any, for inspection by the CorporationTransAlta), then the holder of any Rights or the retiring predecessor Rights Agent, at the Corporation’s expense, Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation TransAlta or by such a court, shall be a corporation incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province of ManitobaAlberta. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation TransAlta will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, and mail a notice thereof in writing to the holders of the RightsRights in accordance with Section 5.9. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the any successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 60 30 days’ ' notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to the Corporation Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Right Certificates by registered or certified first-class mail, and to the holders of the Rights in accordance with section 7.8. If the Rights Agent should shall resign or be removed or shall otherwise become incapable of actingacting as such, the Corporation will Company shall appoint a successor to the Rights Agent. If the Corporation fails Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights a Right Certificate (which holder who shall, with such notice, submit such holder’s Rights 's Right Certificate for inspection by the CorporationCompany), then the Company shall become the Rights Agent and the registered holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated organized and doing business under the laws of Canada the United States or a province thereof of the State of Ohio (or of any other state of the United States so long as such corporation is authorized to carry on the do business of as a trust company banking institution in the Province State of ManitobaOhio), in good standing, that 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 that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights 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 of this Agreement and so that purposethe successor Rights Agent may appropriately act as Rights Agent hereunder. Not later than the effective date of any such appointment, the Corporation will Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Shares, and mail a notice thereof in writing to the registered holders of the RightsRight Certificates. Failure to give any notice provided for in this section 6.4Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 60 30 days’ ' notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to the Corporation Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Right Certificates by registered or certified first-class mail, and to the holders of the Rights in accordance with section 7.8. If the Rights Agent should shall resign or be removed or shall otherwise become incapable of actingacting as such, the Corporation will Company shall appoint a successor to the Rights Agent. If the Corporation fails Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights a Right Certificate (which holder who shall, with such notice, submit such holder’s Rights 's Right Certificate for inspection by the CorporationCompany), then the Company shall become the Rights Agent and the registered holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated organized and doing business under the laws of Canada the United States or a province thereof of the States of Georgia or Ohio (or of any other state of the United States so long as such corporation is authorized to carry on the do business of as a trust company banking institution in the Province States of ManitobaGeorgia or Ohio), in good standing, that 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 that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights 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 of this Agreement and so that purposethe successor Rights Agent may appropriately act as Rights Agent hereunder. Not later than the effective date of any such appointment, the Corporation will Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Shares, and mail a notice thereof in writing to the registered holders of the RightsRight Certificates. Failure to give any notice provided for in this section 6.4Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 30 days’ notice in writing (or such lesser notice as is acceptable to the Corporation) in writing mailed to the Corporation and to each transfer agent of Common Voting Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, mailed given to the Rights Agent and to each the transfer agent of the Common Shares (by personal delivery or registered or certified mail), and to the holders of the Rights in accordance with section 7.8Section 5.10. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation will appoint a successor to the Rights Agent. If the Corporation fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent (at the Corporation’s expense) or by the holder of any Rights (which holder shall, with such noticenotice if given after the Separation Time, submit such holder’s Rights Certificate for inspection by the Corporation), then the resigning Rights Agent or the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall be a corporation incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province of ManitobaBritish Columbia. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent Agent, upon payment by the Corporation to the predecessor Rights Agent receipt of any and all outstanding fees and expenses owed by the Corporation amounts owing to the predecessor Rights Agent it pursuant to this Agreement Agreement, shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will file notice thereof in writing with the predecessor Rights Agent and each the transfer agent of the Common Shares, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 60 sixty (60) days’ notice in writing to the Company (or such lesser earlier notice period as is acceptable to the CorporationCompany may request in writing in its sole discretion, but in no event earlier than thirty (30) mailed to days from such request), and, if such resignation or discharge occurs after the Corporation and to each transfer agent of Common Shares by registered or certified mailDistribution Time, and to the holders of the Rights Certificates by first-class mail. In the event that the transfer agency relationship in accordance with section 7.8effect between the Company and the Rights Agent terminates, the Rights 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. In the event any transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights 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. The Corporation Company may remove the Rights Agent or any successor Rights Agent upon 30 no less than thirty (30) days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares Stock and the Preferred Stock, by registered or certified mail, and and, if such removal occurs after the Distribution Time, to the holders of the Rights in accordance with section 7.8Certificates by first-class mail. If the Rights Agent should resign resigns or be is removed or otherwise become becomes incapable of acting, the Corporation will Company shall appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the any registered holder of any a Rights Certificate (which holder who shall, with such notice, submit such holder’s Rights Certificate for inspection by the CorporationCompany), then the any registered holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be (a) a corporation incorporated Person organized and doing business under the laws of Canada the United States or a province thereof of any state of the United States (so long as such Person is authorized to carry do business as a banking institution in such state or is authorized under such laws to exercise stock transfer or stockholder services powers and is subject to supervision or examination by federal or state authority), in good standing, which is authorized under such laws to exercise corporate trust, stock transfer or stockholder services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus or net assets, on the business a consolidated basis, of a trust company in the Province at least $50,000,000 or (b) an Affiliate of Manitobasuch Person. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent under this Agreement without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further reasonable assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock and the Preferred Stock, and and, if such appointment occurs after the Distribution Time, mail a notice thereof in writing to the registered holders of the RightsRights Certificates. Failure to give any notice provided for in this section 6.4, however, Section 21 or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon by giving 60 days’ prior written notice in writing (or such lesser notice as is acceptable to the Corporation) mailed thereof to the Corporation and Corporation, to each transfer agent of Common Shares and to the holders of the Rights, all in accordance with Section 5.9 and at the expense of the Corporation. The Corporation may remove the Rights Agent by registered or certified mailgiving 30 days’ prior written notice thereof to the Rights Agent, to each transfer agent of the Shares and to the holders of the Rights in accordance with section 7.8. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation will appoint a successor to the Rights Agent. If the Corporation fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate for inspection by of the Corporation), then then, subject to prior written notice to the Corporation, the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Agent may apply to any court of competent jurisdiction for the appointment of a new Rights AgentAgent at the Corporation’s expense. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall must be a corporation incorporated under the laws of Canada or a province thereof and authorized to carry on the business of a trust company in the Province of ManitobaQuebec. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent Agent, upon payment by the Corporation to the predecessor Rights Agent receipt of all any outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement then owing, shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, Shares and mail a notice thereof in writing to the holders of the RightsRights in accordance with Section 5.9. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 30 days’ ' notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated Person (or an affiliate of such a Person) organized and doing business under the laws of Canada the United States or any state of the United States, in good standing, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of a trust company in the Province of Manitobaat least $50,000,000. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon by giving 60 days’ ' prior written notice in writing (or such lesser notice as is acceptable to the Corporation) mailed thereof to the Corporation and Corporation, to each transfer agent of Common the Shares and to the holders of the Rights, all in accordance with Section 5.9 and at the expense of the Corporation. The Corporation may remove the Rights Agent by registered or certified mailgiving 30 days' prior written notice thereof to the Rights Agent, to each transfer agent of the Shares and to the holders of the Rights in accordance with section 7.8. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation will appoint a successor to the Rights Agent. If the Corporation fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by of the Corporation), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Agent may apply to any court of competent jurisdiction for the appointment of a new Rights AgentAgent at the Corporation's expense. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall must be a corporation incorporated under the laws of Canada or a province thereof and authorized to carry on the business of a trust company in the Province of ManitobaQuébec. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent Agent, upon payment by the Corporation to the predecessor Rights Agent receipt of all any outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement then owing, shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, Shares and mail a notice thereof in writing to the holders of the RightsRights in accordance with Section 5.9. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 90 days’ notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated organized and doing business under the laws of Canada the United States or a province thereof of the State of New York or any other state of the United States, in good standing, which is authorized under such laws to carry on exercise the business powers of a trust company in the Province Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of Manitobaits appointment as Rights Agent shareholder’s equity of at least $25,000,000. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 60 thirty (30) days’ notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to the Corporation Company and to each transfer agent of Common the Preferred Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. In the event the transfer agency relationship in accordance with section 7.8effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to resign automatically on the effective date of such termination; and any required notice will be sent by the Company. The Company may remove the Rights Agent or any successor Rights Agent upon thirty (30) days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent should shall resign or be removed or shall otherwise become incapable of acting, the Corporation will Company shall appoint a successor to the Rights Agent. If the Corporation fails Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any a Rights Certificate (which holder who shall, with such notice, submit such holder’s his or her Rights Certificate for inspection by the CorporationCompany), then the registered holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall be a corporation incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province of Manitoba. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares and the Common Shares, and mail a notice thereof in writing to the registered holders of the RightsRights Certificates. Failure to give any notice provided for in this section 6.4Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 90 days’ notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated Person organized and doing business under the laws of Canada the United States or any state of the United States, in good standing, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of a trust company in the Province of Manitobaat least $50,000,000. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 60 thirty (30) days’ ' notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to the Corporation and to each transfer agent of Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Company. The Corporation Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares Stock and Preferred Stock, by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. If the Rights Agent should shall resign or be removed or shall otherwise become incapable of acting, the Corporation will Company shall appoint a successor to the Rights Agent. If the Corporation fails Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any a Rights Certificate (which holder who shall, with such notice, submit such holder’s his Rights Certificate for inspection by the CorporationCompany), then the Rights Agent or any registered holder of any Rights or the retiring Rights AgentCertificate may apply, at the Corporation’s expenseexpense of the Company, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated organized and doing business and in good standing under the laws of Canada the United States or a province thereof of any state of the United States, which is authorized under such laws to carry on the business of a exercise corporate trust company in the Province of Manitobapowers and is subject to supervision or examination by federal or state authority. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, Stock and the Preferred Stock and mail a notice thereof in writing to the registered holders of the RightsRights Certificates. Failure to give any notice provided for in this section 6.4, howeverSection 21, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged ----------------------- from its duties under this Agreement upon 60 days’ ' notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 60 days’ ' notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated organized and doing business under the laws of Canada the United States or a province thereof any other state of the United States which is authorized under such laws to carry on exercise the business powers of a trust company in the Province of ManitobaRights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 60 thirty days’ ' notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to the Corporation Company and to each transfer agent of the Common Shares Stock of the Company or Preferred Stock (as to which the Rights Agent has received prior written notice) by registered or certified mail, and the Company shall mail notice thereof to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon thirty days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock or Preferred Stock (as to which the Rights Agent has received prior written notice) by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Certificates by registered or certified first-class mail, and to the holders of the Rights in accordance with section 7.8. If the Rights Agent should shall resign or be removed or shall otherwise become incapable of acting, the Corporation will Company shall appoint a successor to the Rights Agent. If the Corporation fails Company shall fail to make such appointment within a period of 30 thirty days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any a Rights Certificate (which holder who shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the CorporationCompany), then the registered holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated organized and doing business under the laws of Canada the United States or of any state of the United States, in good standing, authorized under such laws to exercise corporate trust or stock transfer powers, and subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of a trust company in the Province of Manitobaat least $50 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, appointment the Corporation will Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock or Preferred Stock, and mail a notice thereof in writing to the registered holders of the RightsRights Certificates. Failure to give any notice provided for in this section 6.4Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 90 days’ ' notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated organized and doing business under the laws of Canada the United States, the State of New York or a province thereof authorized to carry on the business State of a trust company Delaware, in good standing, having its principal office in the Province State of ManitobaNew York or the State of Delaware, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged ---------------------- from its duties under this Agreement upon 60 90 days’ ' notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated organized and doing business under the laws of Canada the United States or a province thereof of Ohio or any other State of the United States, in good standing, which is authorized under such laws to carry on exercise the business powers of a trust company in the Province of ManitobaRights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 60 30 days’ notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to the Corporation and Company and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the Common Shares and the Preferred Shares, in each case by registered or certified trackable mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Rights Agreement as of the effective date of such termination, and the Company shall be responsible for providing notice of such resignation to the holders each transfer agent of the Rights in accordance with section 7.8Common Shares and the Preferred Shares. The Corporation Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and the Preferred Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Right Certificates (or, prior to the Distribution Date, of the Common Shares) by first-class mail. If the Rights Agent should shall resign or be removed or shall otherwise become incapable of acting, the Corporation will Company shall appoint a successor to the Rights Agent. If the Corporation fails Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by Agent, then the registered holder of any Rights Right Certificate (which holder shallor, with such noticeprior to the Distribution Date, submit such holder’s Rights Certificate for inspection by of the Corporation), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Common Shares) may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be (a) a corporation incorporated Person organized and doing business under the laws of Canada the United States or a province thereof of any state of the United States so long as such entity is authorized to carry on do business as a banking institution in such state, in good standing, which is authorized under such laws to exercise corporate trust or stockholder services powers and is subject to supervision or examination by Federal or state authority and which has at the business time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (b) any Affiliate of a trust company Person described in the Province clause (a) of Manitobathis sentence. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will file Company shall mail notice thereof in writing with to the predecessor Rights Agent and each transfer agent of the Common Shares and the Preferred Shares, and mail a notice thereof in writing to the registered holders of the RightsRight Certificates (or, prior to the Distribution Date, of the Common Shares). Failure to give any notice provided for in this section 6.4Section 22, however, or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 60 30 days’ notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to the Corporation Company and to each transfer agent of for the Common Shares or Preferred Shares by registered or certified mail, and to the holders of the Right Certificates by first-class mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to resign automatically on the effective date of such termination and any required notice in accordance with section 7.8connection therewith will be sent by the Company. The Corporation Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of for the Common Shares or Preferred Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Right Certificates by first-class mail. If the Rights Agent should shall resign or be removed or shall otherwise become incapable of acting, the Corporation will Company shall appoint a successor to the Rights Agent. If the Corporation fails Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights a Right Certificate (which holder who shall, with such notice, submit such holder’s Rights his Right Certificate for inspection by the CorporationCompany), then the registered holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be either (a) a corporation incorporated corporation, business trust or limited liability company organized and doing business under the laws of Canada the United States or of any other state of the United States 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 Rights Agent a province thereof authorized to carry on the business combined capital and surplus of at least $50 million or (b) a trust company in the Province direct or indirect wholly owned Subsidiary of Manitobasuch an entity or its wholly-owning parent. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, appointment the Corporation will Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of for the Common Shares or Preferred Shares, and mail a notice thereof in writing to the registered holders of the RightsRight Certificates. Failure to give any notice provided for in this section 6.4Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 90 days’ ' notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated organized and doing business under the laws of Canada the United States or of the State of New York or any other state of the United States, in good standing, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of a trust company in the Province of Manitobaat least $50,000,000. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor prede cessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 90 days’ ' notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated organized and doing business under the laws of Canada the United States or of the State of Georgia or any other State of the United States, in good standing, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of a trust company in the Province of Manitobaat least $50,000,000. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 30 days’ notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or and the retiring Rights Agent, at the Corporation’s expense, Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated (a) Person organized and doing business under the laws of Canada the United States or any state of the United States, in good standing, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of at least $50,000,000 or (b) an Affiliate of a trust company Person described in the Province clause (a) of Manitobathis sentence that is under control of such corporation. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ 90 days notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ days notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated organized and doing business under the laws of Canada the United States, the State of New York or a province thereof authorized to carry on the business State of a trust company Delaware, in good standing, having its principal office in the Province State of ManitobaNew York or the State of Delaware, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 90 days’ ' notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated organized and doing business under the laws of Canada the United States or of the State of New York or any other state of the United States, in good standing, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent shareholder's equity of at least $50,000,000, or an affiliate of such a province thereof authorized to carry on the business of a trust company in the Province of Manitobacorporation. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon by giving 60 days’ prior written notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to the Corporation and Corporation, to each transfer agent of Common Shares and to the holders of the Rights, all in accordance with Section 5.11 and at the expense of the Corporation. The Corporation may remove the Rights Agent by registered or certified mailgiving 30 days’ prior written notice to the Rights Agent, to each transfer agent of the Common Shares and to the holders of the Rights in accordance with section 7.8. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.11. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation will appoint a successor to the Rights Agent. If the Corporation fails to make such appointment within a period of 30 days after such removal or 60 days after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate for inspection by of the Corporation), then the holder of any Rights or the retiring Rights Agent, Agent (at the Corporation’s expense, ) or the holder of any Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall must be a corporation incorporated under the laws of Canada or a province thereof and authorized to carry on the business of a trust company rights agent in the Province of ManitobaBritish Columbia. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent Agent, upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement Agreement, shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, Shares and mail a notice thereof in writing to the holders of the RightsRights in accordance with Section 5.11. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 60 days’ 30 days notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to the Corporation Company and to each transfer agent of the Common Shares Stock and the Preferred Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. The Corporation Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days’ days notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares Stock and the Preferred Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. If the Rights Agent should shall resign or be removed or shall otherwise become incapable of acting, the Corporation will Company shall appoint a successor to the Rights Agent. If the Corporation fails Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any a Rights Certificate (which holder who shall, with such notice, submit such holder’s his Rights Certificate for inspection by the CorporationCompany), then the incumbent Rights Agent or the holder of record of any Rights or the retiring Rights Agent, at the Corporation’s expense, Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be (a) a corporation incorporated organized and doing business under the laws of Canada the United States or a province of any state thereof or the District of Columbia, in good standing, which is authorized to carry on do business under such laws and is subject to supervision or examination by federal or state authorities and which has at the business time of its appointment as Rights Agent a trust company combined capital and surplus of at least $50,000,000 or (b) an Affiliate controlled by a corporation described in the Province clause (a) of Manitobathis sentence. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; , but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock and Preferred Stock, and mail a notice thereof in writing to the registered holders of the RightsRights Certificates. Failure to give any notice provided for in this section 6.4Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. Notwithstanding the foregoing provisions, in the event of resignation, removal or incapacity of the Rights Agent, the Company shall have the authority to act as the Rights Agent until a successor Rights Agent shall have assumed the duties of the Rights Agent hereunder.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 60 thirty (30) days’ ' notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to the Corporation Company and to each transfer agent of Common the Preferred Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon thirty (30) days' notice in accordance with section 7.8writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to resign automatically on the effective date of such termination; and any required notice will be sent by the Company. If the Rights Agent should shall resign or be removed or shall otherwise become incapable of acting, the Corporation will Company shall appoint a successor to the Rights Agent. If the Corporation fails Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any a Rights Certificate (which holder who shall, with such notice, submit such holder’s his or her Rights Certificate for inspection by the CorporationCompany), then the registered holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall be a corporation incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province of Manitoba. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) 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 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 Rights Agent, a combined capital and surplus of at least $50,000,000, or (b) an affiliate of a corporation described in clause (a) of this sentence. Not later than the effective date of any such appointment, the Corporation will Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares and the Common Shares, and mail a notice thereof in writing to the registered holders of the RightsRights Certificates. Failure to give any notice provided for in this section 6.4Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 60 30 days’ ' notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to the Corporation and to each transfer agent of Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent Company and to each transfer agent of the Common Shares and Preferred Shares by registered or certified mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing mailed to the Rights Agent or successor Rights Agent, as the case may be, and to the holders each transfer agent of the Rights in accordance with section 7.8Common Shares and Preferred Shares by registered or certified mail. If the Rights Agent should shall resign or be removed or shall otherwise become incapable of acting, the Corporation will Company shall appoint a successor to the Rights Agent. If the Corporation fails Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights a Right Certificate (which holder who shall, with such notice, submit such holder’s Rights his Right Certificate for inspection by the CorporationCompany), then the Rights Agent or the registered holder of any Rights or the retiring Rights AgentRight Certificate may, at the Corporation’s expenseexpense of the Company, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated organized and doing business under the laws of Canada the United States or a province thereof authorized to carry on any state of the business United States or the District of a trust company Columbia, in good standing, having an office in the Province State of ManitobaNew York, authorized under such laws to exercise corporate trust or stock transfer powers and subject to supervision or examination by federal or state authority, and having at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, appointment the Corporation will Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Shares, and following the Distribution Date mail a notice thereof in writing to the registered holders of the RightsRight Certificates. Failure to give any notice provided for in this section 6.4Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ days notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares by registered or certified mail, mail and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ days notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares by registered or certified mail, mail and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent, then by prior written notice to the Company the resigning Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate Certificate, if any, for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agentmay apply, at the Corporation’s Company's expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation Company incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province of ManitobaBritish Columbia. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall, upon payment in full of any outstanding amounts owing by the Corporation Company to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to under this Agreement shall Agreement, deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, and mail a notice thereof in writing to the holders of the RightsRights in accordance with Section 5.9. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the any successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 60 thirty (30) days’ notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to the Corporation Company and to each transfer agent of Common the Preferred Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. In the event that the transfer agency relationship in accordance with section 7.8effect between the Company and the Rights Agent terminates, the Company shall use commercially reasonable efforts to appoint a successor to the Rights Agent within thirty (30) days from the effective date of such termination, and, in any event, shall appoint a successor within sixty (60) days after the effective date of such termination, and shall send any required notice to the holders of the Rights Certificates. The Company may remove the Rights Agent or any successor Rights Agent upon thirty (30) days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent should shall resign or be removed or shall otherwise become incapable of acting, the Corporation will Company shall appoint a successor to the Rights Agent. If the Corporation fails Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any a Rights Certificate (which holder who shall, with such notice, submit such holder’s his or her Rights Certificate for inspection by the CorporationCompany), then the registered holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall be a corporation incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province of Manitoba. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares and the Common Shares, and mail a notice thereof in writing to the registered holders of the RightsRights Certificates. Failure to give any notice provided for in this section 6.4Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 at least 30 days’ notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation and Company by registered or certified mail or nationally recognized overnight courier and, in the event that the Rights Agent or one of its affiliates is not also the transfer agent of the Company, to each transfer agent of Common Shares by registered or certified mail, and Stock known to the holders Rights Agent. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties as Rights Agent under this Agreement as of the effective date of such termination, provided that if the Rights Agent is the party terminating such transfer agency relationship, its written notice of termination shall specify that, effective as of such termination, it shall be deemed to have resigned and be discharged from its duties as Rights Agent. If the Rights Agent is deemed to have resigned and is discharged from its duties as Rights Agent in accordance connection with section 7.8the termination of the transfer agency relationship between the Company and the Rights Agent, the Company shall be responsible for sending any required notice hereunder. The Corporation Company may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares by registered or certified mail, Stock and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or the effectiveness of such resignation or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate for inspection by the CorporationCompany), then the incumbent Rights Agent or any registered holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be (a) a corporation incorporated Person (other than a natural person) organized and doing business under the laws of Canada the United States or any state of the United States, in good standing, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which, when combined with its affiliates, has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of at least $50,000,000 or (b) an Affiliate of a trust company Person described in the Province clause (a) of Manitobathis sentence. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the foregoing purpose, but the predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ notice in writing (or such lesser notice as is acceptable to the Corporation) in writing mailed to the Corporation and to each the transfer agent of Common Shares by registered or certified mail, and to the holders Holders of the Rights in accordance with section 7.8Section 5.8 at the Corporation’s expense. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each the transfer agent of the Common Shares by registered or certified mail, and to the holders Holders of the Rights in accordance with section 7.8Section 5.8. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation will appoint a successor to the Rights Agent. If the Corporation fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder Holder of any Rights (which holder Holder shall, with such notice, submit such holderHolder’s Rights Certificate for inspection by the Corporation), then the holder outgoing Rights Agent or Holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights AgentAgent at the Corporation’s expense. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall be a corporation incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province of Manitobathereof. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent Agent, upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses expenses, owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement Agreement, shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will file notice thereof in writing with the predecessor Rights Agent and each the transfer agent of the Common Shares, and mail or cause to be mailed a notice thereof in writing to the holders Holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 30 days’ notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock known to the Rights Agent by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated Person organized and doing business under the laws of Canada the United States or any state of the United States, in good standing, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of a trust company in the Province of Manitobaat least $50,000,000. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged ---------------------- from its duties under this Agreement upon 60 days’ 90 days notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ days notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be (a) a corporation incorporated organized and doing business under the laws of Canada the United States or of any State of the United States, in good standing, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of at least $50,000,000 or (b) an affiliate of a trust company corporation described in the Province of Manitobaimmediately preceding clause (a). After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 90 days’ ' notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 6.9. The Corporation Company may remove the Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares by registered or certified mail, mail and to the holders of the Rights in accordance with section 7.8Section 6.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated under the laws of Canada any state or a province thereof the United States that is authorized to carry on in the state of Utah the business of a transfer agent registered in accordance with the requirements of section 17A of the Securities Exchange Act or 1934 and, if the duties hereunder are deemed to so require, a trust company in the Province of Manitobacompany. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; deed but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, Shares and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4, Section 4.4 however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 90 days’ ' notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated organized and doing business under the laws of Canada the United States or a province thereof authorized to carry on of the business Commonwealth of a trust company Pennsylvania, in good standing, having its principal office in the Province Commonwealth of Manitoba-24- 28 Pennsylvania, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 30 days’ ' notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated (or an affiliate of such a corporation) organized and doing business under the laws of Canada the United States or of the State of Delaware or any other state of the United States, in good standing, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of a trust company in the Province of Manitobaat least $50,000,000. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor prede- cessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 90 days’ ' notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.11. The Corporation Company may remove the Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.11. If the Rights Agent should shall resign or be removed or otherwise become incapable of acting, the Corporation will Company shall appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by -40- the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated Person organized and doing business under the laws of Canada the United States or any state of the United States, in good standing, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of a trust company in the Province of Manitobaat least $50,000,000. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ notice in writing (or such lesser notice as is acceptable to the CorporationTrust) in writing mailed to the Corporation Trust and to each transfer agent of Common Shares Units by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. The Corporation Trust may remove the Rights Agent upon 30 60 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Units by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Trust will appoint a successor to the Rights Agent. If the Corporation Trust fails to make such appointment within a period of 30 60 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent, then by prior written notice to the Trust, the resigning Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate Certificate, if any, for inspection by the CorporationTrust), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any a court of competent jurisdiction for the appointment of a new Rights Agent, at the Trust's expense. Any successor Rights Agent, whether appointed by the Corporation Trust or by such a court, shall be a corporation incorporated company constituted under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province of ManitobaAlberta. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent Agent, upon payment by the Corporation to the predecessor Rights Agent receipt of all outstanding fees and expenses owed by the Corporation owing to the predecessor Rights Agent pursuant to this Agreement it, shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Trust will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, Units and mail a notice thereof in writing to the holders of the RightsRights in accordance with Section 5.9. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the any successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement Plan upon 60 thirty (30) days’ notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to the Corporation Company and (if then known to the Rights Agent) to each transfer agent of the Common Stock and/or Preferred Stock, as applicable, by registered or certified mail. Following the Distribution Date, the Company shall promptly notify the holders of the Right Certificates by first-class mail of any such resignation. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Plan as of the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon thirty (30) days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares Stock and/or Preferred Stock, as applicable, by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Right Certificates by registered or certified first-class mail, and to the holders of the Rights in accordance with section 7.8. If the Rights Agent should shall resign or be removed or shall otherwise become incapable of acting, the Corporation will resigning, removed, or incapacitated Rights Agent shall remit to the Company, or to any successor Rights Agent designated by the Company, all books, records, funds, certificates or other documents or instruments of any kind then in its possession which were acquired by such resigning, removed or incapacitated Rights Agent in connection with its services as Rights Agent hereunder, and shall thereafter be discharged from all duties and obligations hereunder. Following notice of such removal, resignation or incapacity, the Company shall appoint a successor to the such Rights Agent. If the Corporation fails Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights a Right Certificate (which holder who shall, with such notice, submit such holder’s Rights his Right Certificate for inspection by the CorporationCompany), then the registered holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated organized and doing business under the laws of Canada the United States, in good standing, which is authorized under such laws to exercise stock transfer, corporate trust or shareholder services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of a trust company in the Province of Manitobaat least $50 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment, appointment the Corporation will Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock and/or Preferred Stock, and as applicable, and, following the Distribution Date, mail a notice thereof in writing to the registered holders of the RightsRight Certificates. Failure to give any notice provided for in this section 6.4Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ ' notice in writing (or such lesser notice as is acceptable to the Corporation) in writing mailed to the Corporation and to each transfer agent of Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. The Corporation may remove the Rights Agent upon 30 60 days’ ' notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation will appoint a successor to the Rights Agent. If the Corporation fails to make such appointment within a period of 30 60 days after such removal or after it has been notified in writing of such the resignation or incapacity by the resigning or incapacitated Rights Agent, then by prior written notice to the Corporation, the resigning Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate Certificate, if any, for inspection by the Corporation), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any a court of competent jurisdiction for the appointment of a new Rights Agent, at the Corporation's expense. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall be a corporation incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province Provinces of ManitobaAlberta and Ontario. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent Agent, upon payment by the Corporation to the predecessor Rights Agent receipt of all outstanding fees and expenses owed by the Corporation owing to the predecessor Rights Agent pursuant to this Agreement it, shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, Shares and mail a notice thereof in writing to the holders of the RightsRights in accordance with Section 5.9. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the any successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 30 days’ notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock known to the Rights Agent by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock known to the Rights Agent by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated Person (or an affiliate of such a Person) organized and doing business under the laws of Canada the United States or any state of the United States, in good standing, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of a trust company in the Province of Manitobaat least $50,000,000. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 90 days’ ' notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated Person organized and doing business under the laws of Canada the United States or any state of the United States, in good standing, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of a trust company in the Province of Manitobaat least $50,000,000. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ days notice in writing (or such lesser notice as is acceptable to the Corporation) in writing mailed to the Corporation and to each the transfer agent of Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation may remove the Rights Agent upon 30 days’ days notice in writing, mailed to the Rights Agent and to each the transfer agent of the Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation will appoint a successor to the Rights Agent. If the Corporation fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the Corporation), then the holder of any Rights or the retiring Rights Agent, may (at the Corporation’s 's expense, may ) apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall be a corporation incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province of Manitobathereof. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall, upon payment in full of any outstanding amounts owing by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to under this Agreement shall Agreement, deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 90 days’ ' notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated organized and doing business under the laws of Canada the United States or a province thereof authorized to carry on of the business State of a trust company Tennessee, in good standing, having its principal office in the Province State of ManitobaTennessee, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $5,000,000. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 60 thirty (30) days’ notice in writing (or such lesser notice as is acceptable delivered to the Corporation) mailed Company, provided, however, that in the event any transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to the Corporation have resigned automatically and to each transfer agent of Common Shares by registered or certified mail, and to the holders be discharged from its duties under this Agreement as of the Rights in accordance with section 7.8effective date of such termination and the Company shall be responsible for sending any required notice. The Corporation Company may remove the Rights Agent or any successor Rights Agent (with or without cause), upon 30 no less than thirty (30) days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares Stock and Preferred Stock, by registered or certified mail, and by giving notice to the holders of the Rights Right Certificates by any means reasonably determined by the Company to inform such holders of such removal (including, without limitation, by including such information in accordance one or more of the Company’s reports to stockholders or reports or filings with section 7.8the Securities and Exchange Commission). If the Rights Agent should shall resign or be removed or shall otherwise become incapable of acting, the Corporation will Company shall appoint a successor to the Rights Agent. If the Corporation fails Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights a Right Certificate (which holder who shall, with such notice, submit such holder’s Rights his or her Right Certificate for inspection by the CorporationCompany), then the any registered holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be (a) a corporation incorporated organized and doing business under the laws of Canada the United States, the State of Delaware or a province thereof the State of New York (or of any other state of the United States so long as such corporation is authorized to carry on do business as a banking institution in the business State of Delaware or the State of New York), in good standing, which is authorized under such laws to exercise stock transfer or 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 Rights Agent a combined capital and surplus of at least $10,000,000 or (b) an Affiliate of a trust company Person described in the Province clause (a) of Manitobathis sentence. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that purposethe purpose but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment, the Corporation will Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock of the Company and the Preferred Stock, and mail a give notice thereof in writing to the holders of the RightsRight Certificates by any means reasonably determined by the Company to inform such holders of such appointment (including, without limitation, by including such information in one or more of the Company’s reports to stockholders or reports or filings with the Securities and Exchange Commission). Failure to give any notice provided for in this section 6.4Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may ---------------------- resign and be discharged from its duties under this Agreement Agree- ment upon 60 90 days’ ' notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance accor- dance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated organized and doing business under the laws of Canada the United States or any state of the United States, in good standing, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of a trust company in the Province of Manitobaat least $50,000,000. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor predeces- sor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ notice in writing (or such lesser notice as is acceptable to the Corporation) in writing mailed to the Corporation and to each transfer agent of Common Shares by registered or certified mail, mail and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares by registered or certified mail, mail and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation will appoint a successor to the Rights Agent. If the Corporation fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent, then by prior written notice to the Corporation the resigning Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate Certificate, if any, for inspection by the Corporation), then the holder of any Rights or the retiring Rights Agentmay apply, at the Corporation’s 's expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall be a corporation incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province of ManitobaAlberta. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall, upon payment in full of any outstanding amounts owing by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to under this Agreement shall Agreement, deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, and mail a notice thereof in writing to the holders of the RightsRights in accordance with Section 5.9. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the any successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 90 days’ notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and and, following the Separation Time, to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated organized and doing business under the laws of Canada the United States or of any State of the United States, in good standing, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of a trust company in the Province of Manitobaat least $50,000,000. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and and, following the Separation Time, mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. No resignation or removal of the Rights Agent shall be effective until a successor Rights Agent is appointed in accordance with this Section 4.4.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 30 days’ ' notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be (a) a corporation incorporated Person organized and doing business under the laws of Canada the United States or any state of the United States, in good standing, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of at least $50,000,000 or (b) an Affiliate of a trust company Person described in the Province clause (a) of Manitobathis sentence that is under control of such Person. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 60 thirty (30) days’ notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to the Corporation Company and to each transfer agent of the Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. The Corporation Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days’ notice in writing, mailed to the such Rights Agent or such successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. If the Rights Agent should shall resign or be removed or shall otherwise become incapable of acting, the Corporation will Company shall appoint a successor to the Rights Agent. If the Corporation fails Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any a Rights Certificate (which holder who shall, with such notice, submit such holder’s his or her Rights Certificate for inspection by the CorporationCompany), then the Rights Agent or the registered holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated organized and doing business under the laws of Canada the United States or of any state of the United States, in good standing, which is authorized under such laws to exercise corporate trust or stockholder services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of a trust company in the Province of Manitobaat least $10 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, appointment m the Corporation will Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares and the Common Shares, and mail a notice thereof in writing to the registered holders of the RightsRights Certificates. Failure to give any notice provided for in this section 6.4Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ ' notice in writing (or such lesser notice as is acceptable to the Corporation) in writing mailed to the Corporation and to each transfer agent of for the Common Shares by registered or certified mail, mail and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation may remove the Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent and to each transfer agent of for the Common Shares by registered or certified mail, mail and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation will appoint a successor to the Rights Agent. If the Corporation fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent, then by prior written notice to the Corporation the resigning Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate Certificate, if any, for inspection by the Corporation), then the holder of any Rights or the retiring Rights Agentmay apply, at the Corporation’s 's expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall be a corporation incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province of Manitoba. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall, upon payment in full of any outstanding amounts owing by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to under this Agreement shall Agreement, deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of for the Common Shares, and mail a notice thereof in writing to the holders of the RightsRights in accordance with Section 5.9. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the any successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 90 days’ ' notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated organized and doing business under the laws of Canada the United States or a province thereof authorized to carry on of the business State of a trust company New York, in good standing, having its principal office in the Province State of ManitobaNew York, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 60 30 days’ notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to the Corporation Company. In the event the transfer agency relationship in effect between the Company and the Rights Agent (or its affiliate) terminates, the Rights Agent will be deemed to each transfer agent have resigned automatically and be discharged from its duties under this Agreement as of Common Shares by registered or certified mailthe effective date of such termination, and to the holders of the Rights in accordance with section 7.8Company shall be responsible for sending any required notice. The Corporation Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Right Certificates by first-class mail. If the Rights Agent should shall resign or be removed or shall otherwise become incapable of actingacting as such, the Corporation will Company shall appoint a successor to the Rights Agent. If the Corporation fails Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights a Right Certificate (which holder who shall, with such notice, submit such holder’s Rights Right Certificate for inspection by the CorporationCompany), then the Company shall become the Rights Agent and the registered holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated organized and doing business under the laws of Canada the United States or a province thereof of the State of Ohio (or of any other state of the United States so long as such corporation is authorized to carry on the do business of a trust company in the Province State of ManitobaOhio), in good standing, that 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 that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $10,000,000. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights 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 of this Agreement and so that purposethe successor Rights Agent may appropriately act as Rights Agent hereunder. Not later than the effective date of any such appointment, the Corporation will Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and Preferred Shares, and mail a notice thereof in writing to the registered holders of the RightsRight Certificates. Failure to give any notice provided for in this section 6.4Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 90 days’ notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock known to the Rights Agent by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated Person organized and doing business under the laws of Canada the United States or any state of the United States, in good standing, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of a trust company in the Province of Manitobaat least $50,000,000. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 90 days’ ' notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to the Corporation and to each transfer agent of Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.86.8. The Corporation may remove the Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares by personal delivery, registered or certified mail, and to the holders of the Rights in accordance with section 7.86.8. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation will appoint a successor to the Rights Agent. If the Corporation fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the Corporation), then then, subject to prior written notice to the Corporation, the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall be a corporation incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province of ManitobaQuebec. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.45.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 60 thirty (30) days’ ' notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to the Corporation Company, and to each transfer agent of the Common Shares and Preferred Shares, by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. The Corporation Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and Preferred Shares, by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. If the Rights Agent should shall resign or be removed or shall otherwise become incapable of acting, the Corporation will Company shall appoint a successor to the Rights Agent. If the Corporation fails Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any a Rights Certificate (which holder who shall, with such notice, submit such holder’s his Rights Certificate for inspection by the CorporationCompany), then the Rights Agent or any registered holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be (a) a corporation incorporated legal business entity organized and doing business under the laws of Canada the United States or of any State thereof, in good standing, having an office in the States of New York or Ohio, which is authorized under such laws to exercise corporate trust, stock transfer or shareholder services powers and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of at least $50,000,000 or (b) an affiliate of a trust company legal business entity described in the Province clause (a) of Manitobathis sentence. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and the Preferred Shares, and and, if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the RightsRights Certificates. Failure to give any notice provided for in this section 6.4Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 60 thirty (30) days’ notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to the Corporation Company and to each transfer agent of Common the Preferred Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon thirty (30) days’ notice in accordance with section 7.8writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to resign automatically on the effective date of such termination; and any required notices will be sent by the Company. If the Rights Agent should shall resign or be removed or shall otherwise become incapable of acting, the Corporation will Company shall appoint a successor to the Rights Agent. If the Corporation fails Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any a Rights Certificate (which holder who shall, with such notice, submit such holder’s his or her Rights Certificate for inspection by the CorporationCompany), then the registered holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall be a corporation incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province of Manitoba. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares and the Common Shares, and mail a notice thereof in writing to the registered holders of the RightsRights Certificates. Failure to give any notice provided for in this section 6.4Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon by giving 60 days’ prior written notice in writing (or such lesser notice as is acceptable to the Corporation) mailed thereof to the Corporation and Corporation, to each transfer agent of Common the Shares and to the holders of the Rights, all in accordance with Section 5.9 and at the expense of the Corporation. The Corporation may remove the Rights Agent by registered or certified mailgiving 30 days’ prior written notice thereof to the Rights Agent, to each transfer agent of the Shares and to the holders of the Rights in accordance with section 7.8. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation will appoint a successor to the Rights Agent. If the Corporation fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate for inspection by of the Corporation), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Agent may apply to any court of competent jurisdiction for the appointment of a new Rights AgentAgent at the Corporation’s expense. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall must be a corporation incorporated under the laws of Canada or a province thereof and authorized to carry on the business of a trust company in the Province of ManitobaAlberta. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent Agent, upon payment by the Corporation to the predecessor Rights Agent receipt of all any outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement then owing, shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, Shares and mail a notice thereof in writing to the holders of the RightsRights in accordance with Section 5.9. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 90 days’ ' notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated organized and doing business under the laws of Canada the United States or any state of the United States or Puerto Rico, in good standing, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of a trust company in the Province of Manitobaat least $50,000,000. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 60 thirty (30) days’ notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to the Corporation Company and to each transfer agent of the Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. The Corporation Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days’ notice in writing, mailed to the such Rights Agent or such successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. If the Rights Agent should shall resign or be removed or shall otherwise become incapable of acting, the Corporation will Company shall appoint a successor to the Rights Agent. If the Corporation fails Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any a Rights Certificate (which holder who shall, with such notice, submit such holder’s his or her Rights Certificate for inspection by the CorporationCompany), then the Rights Agent or the registered holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated organized and doing business under the laws of Canada the United States or of any state of the United States, in good standing, which is authorized under such laws to exercise corporate trust or stockholder services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of a trust company in the Province of Manitobaat least $10 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares and the Common Shares, and mail a notice thereof in writing to the registered holders of the RightsRights Certificates. Failure to give any notice provided for in this section 6.4Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 30 days’ notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated Person organized and doing business under the laws of Canada the United States or any state of the United States, in good standing, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of a trust company in the Province of Manitobaat least $50,000,000. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ notice in writing (or such lesser notice as contemplated by Section 5.20 in the circumstances described therein, or as is acceptable to the CorporationCrosshair) in writing mailed to the Corporation Crosshair and to each transfer agent of Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. The Corporation Crosshair may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Crosshair will appoint a successor to the Rights Agent. If the Corporation Crosshair fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent, then by prior written notice to Crosshair the resigning Rights Agent (at Crosshair’ expense) or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate Certificate, if any, for inspection by the CorporationCrosshair), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Crosshair or by such a court, shall be a corporation incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province of ManitobaBritish Columbia. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement Agent, shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Crosshair will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, and mail a notice thereof in writing to the holders of the RightsRights in accordance with Section 5.9. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the any successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ notice in writing (or such lesser notice as is acceptable to the CorporationREIT) mailed to the Corporation REIT and to each transfer agent of Common Shares Units by registered or certified mail, and to the holders of the Rights in accordance with section 7.86.8. The Corporation REIT may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Units by registered or certified mail, and to the holders of the Rights in accordance with section 7.86.8. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation REIT will appoint a successor to the Rights Agent. If the Corporation REIT fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate for inspection by the CorporationREIT), then the resigning Rights Agent or the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights AgentAgent at the REIT’s expense. Any successor Rights Agent, whether appointed by the Corporation REIT or by such a court, shall be a corporation incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province of ManitobaOntario. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent Agent, upon receiving from the REIT payment by the Corporation to the predecessor Rights Agent in full of all amounts outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to under this Agreement Agreement, shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation REIT will file notice thereof in writing with the predecessor Rights Agent and Agent, each transfer agent of the Common SharesUnits, and mail a notice thereof in writing to the holders of the Rights. The cost of giving any notice required under this section 5.4 shall be borne solely by the REIT. Failure to give any notice provided for in this section 6.45.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 30 days’ notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be (a) a corporation incorporated Person organized and doing business under the laws of Canada the United States or any state of the United States, in good standing, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of at least $50,000,000 or (b) an Affiliate of such a trust company in the Province of ManitobaPerson. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 60 thirty (30) days’ notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to the Corporation and to each transfer agent of the Common Shares Stock and the Preferred Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. The Corporation may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 thirty (30) days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares Stock and the Preferred Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. If the Rights Agent should shall resign or be removed or shall otherwise become incapable of acting, the Corporation will shall appoint a successor to the Rights Agent. If the Corporation fails shall fail to make such appointment within a period of 30 thirty (30) days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights a Right Certificate (which holder who shall, with such notice, submit such holder’s Rights his Right Certificate for inspection by the Corporation), then the Corporation shall become the Rights Agent or the holder of record of any Rights or the retiring Rights Agent, at the Corporation’s expense, Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall be (a) a corporation incorporated organized and doing business under the laws of Canada the United States or a province thereof of any state thereof, in good standing, which is authorized under such laws to carry on the business of a exercise corporate trust company or stock transfer powers and is subject to supervision or examination in the Province conduct of Manitobaits corporate trust or stock transfer business by federal or state authorities and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (b) an Affiliate controlled by or under common control with one or more Persons described in clause (a) of this sentence. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; , but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock and Preferred Stock, and mail a notice thereof in writing to the registered holders of the RightsRight Certificates. Failure to give any notice provided for in this section 6.4Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. Notwithstanding the foregoing provisions, in the event of resignation, removal or incapacity of the Rights Agent, the Corporation shall have the authority to act as the Rights Agent until a successor Rights Agent shall have assumed the duties of the Rights Agent hereunder.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ 90 days notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ days notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be (a) a corporation incorporated organized and doing business under the laws of Canada the United States or any state of the United States, in good standing, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a trust company corporation described in the Province of Manitobaimmediately preceding clause (a). After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ ' notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 60 days’ ' notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated organized and doing business under the laws of Canada the United States or any other state of the United States which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of a trust company in the Province of Manitobaat least $50,000,000. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ 90 days notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights rights Agent upon 30 days’ days notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be (a) a corporation incorporated organized and doing business under the laws of Canada the United States or of any State of the United States, in good standing, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of at least $50,000,000 or (b) an affiliate of a trust company corporation described in the Province of Manitobaimmediately preceding clause (a). After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or actor deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon by giving 60 days’ ' prior written notice in writing (or such lesser notice as is acceptable to the Corporation) mailed thereof to the Corporation and Corporation, to each transfer agent of Common the Shares and to the holders of the Rights, all in accordance with Section 5.9 and at the expense of the Corporation. The Corporation may remove the Rights Agent by registered or certified mailgiving 30 days' prior written notice thereof to the Rights Agent, to each transfer agent of the Shares and to the holders of the Rights in accordance with section 7.8. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation will appoint a successor to the Rights Agent. If the Corporation fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by of the Corporation), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Agent may apply to any court of competent jurisdiction for the appointment of a new Rights AgentAgent at the Corporation's expense. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall must be a corporation incorporated under the laws of Canada or a province thereof and authorized to carry on the business of a trust company in the Province of ManitobaQuebec. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent Agent, upon payment by the Corporation to the predecessor Rights Agent receipt of all any outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement then owing, shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, Shares and mail a notice thereof in writing to the holders of the RightsRights in accordance with Section 5.9. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ ' notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation and Company and, at the Company's expense, to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated organized and doing business under the laws of Canada the United States or any state of the United States, in good standing, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of a trust company in the Province of Manitobaat least $50,000,000. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 60 30 days’ notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to the Corporation and Company and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company to each transfer agent of the Common Shares by registered or certified trackable mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights 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 holders of the Rights in accordance with section 7.8Company shall be responsible for sending any required notice. The Corporation Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares Shares, and, if such removal occurs after the Distribution Date, to the holders of the Right Certificates, in each case, by overnight delivery service or registered or certified mail, and to the holders of the Rights in accordance with section 7.8postage prepaid. If the Rights Agent should and the transfer agent of the Common Shares are the same Person, then the appointment of a successor transfer agent for the Common Shares shall without any further action be the appointment of such Person as successor Rights Agent. If the Rights Agent and the transfer agent of the Common Shares are the same Person, then, notwithstanding the foregoing notice provisions, a removal notice to the Rights Agent shall be given upon such number of days’ notice as is specified in the agreement governing the Rights Agent’s services as transfer agent, as such agreement may be amended from time to time. If the Rights Agent and the transfer agent are not the same Person and the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, then the Corporation will Company shall appoint a successor to the Rights Agent. If the Corporation fails Company shall fail to make such appointment within a period of 30 90 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights a Right Certificate (which holder who shall, with such notice, submit such holder’s Rights Right Certificate for inspection by the CorporationCompany), then the registered holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be (a) a corporation incorporated legal entity organized and doing business under the laws of Canada the United States or a province thereof of any state of the United States so long as such entity is authorized to carry on do business as a banking institution in such state, in good standing, which is authorized under such laws to exercise corporate trust, stock transfer or stockholder services powers and is subject to supervision or examination by federal or state authority and which has at the business time of its appointment as Rights Agent a combined capital and surplus, along with its Affiliates, of at least $50 million, or (b) an Affiliate of a trust company legal entity described in the Province clause (a) of Manitobathis sentence. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, and and, if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the RightsRight Certificates. Failure to give any notice provided for in this section 6.4Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 at least 30 days’ notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation and Company by registered or certified mail or nationally recognized overnight courier and, in the event that the Rights Agent or one of its affiliates is not also the transfer agent of the Company, to each transfer agent of Common Shares by registered or certified mail, and known to the holders Rights Agent. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties as Rights Agent under this Agreement as of the effective date of such termination, provided that if the Rights Agent is the party terminating such transfer agency relationship, its written notice of termination shall specify that, effective as of such termination, it shall be deemed to have resigned and be discharged from its duties as Rights Agent. If the Rights Agent is deemed to have resigned and is discharged from its duties as Rights Agent in accordance connection with section 7.8the termination of the transfer agency relationship between the Company and the Rights Agent, the Company shall be responsible for sending any required notice hereunder. The Corporation Company may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or the effectiveness of such resignation or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate for inspection by the CorporationCompany), then the incumbent Rights Agent or any registered holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be (a) a corporation incorporated Person (other than a natural person) organized and doing business under the laws of Canada the United States or any state of the United States, in good standing, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which, when combined with its affiliates, has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of at least $50,000,000 or (b) an Affiliate of a trust company Person described in the Province clause (a) of Manitobathis sentence. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the foregoing purpose, but the predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 60 days’ 30 days notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to the Corporation Company and to each transfer agent of the Common Shares Stock and the Preferred Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. The Corporation Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days’ days notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares Stock and the Preferred Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. If the Rights Agent should shall resign or be removed or shall otherwise become incapable of acting, the Corporation will Company shall appoint a successor to the Rights Agent. If the Corporation fails Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any a Rights Certificate (which holder who shall, with such notice, submit such holder’s his Rights Certificate for inspection by the CorporationCompany), then the incumbent Rights Agent or the holder of record of any Rights or the retiring Rights Agent, at the Corporation’s expense, Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be (a) a corporation incorporated Person organized and doing business under the laws of Canada the United States or a province of any state thereof or the District of Columbia, in good standing, which is authorized to carry on do business under such laws and is subject to supervision or examination by federal or state authorities and which has at the business time of its appointment as Rights Agent a trust company combined capital and surplus of at least $50,000,000 or (b) an Affiliate controlled by a Person described in the Province clause (a) of Manitobathis sentence. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; , but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock and Preferred Stock, and mail a notice thereof in writing to the registered holders of the RightsRights Certificates. Failure to give any notice provided for in this section 6.4Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. Notwithstanding the foregoing provisions, in the event of resignation, removal or incapacity of the Rights Agent, the Company shall have the authority to act as the Rights Agent until a successor Rights Agent shall have assumed the duties of the Rights Agent hereunder.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ notice in writing (or such lesser notice as is acceptable to the Corporation) in writing delivered or mailed to the Corporation and to each transfer agent of Common Shares by registered or certified first class mail, and mailed or delivered to the holders of the Rights in accordance with section 7.8Section 5.9 hereof. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, mailed or delivered to the Rights Agent and to each transfer agent of the Common Shares by registered or certified first class mail, and mailed to the holders of the Rights in accordance with section 7.8Section 5.9 hereof. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation will shall appoint a successor to the Rights Agent. If the Corporation fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate for inspection by the Corporation), then the holder of any Rights or the retiring Rights Agentmay apply, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall be a corporation body corporate incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province of ManitobaBritish Columbia. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation receipt of all fees and expenses outstanding to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 60 thirty (30) days’ ' notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to the Corporation Company and to each transfer agent of Common the Preferred Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. In the event the transfer agency relationship in accordance with section 7.8effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to resign automatically on the effective date of such termination, and any required notice will be sent by the Company. The Company may remove the Rights Agent or any successor Rights Agent upon thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent should shall resign or be removed or shall otherwise become incapable of acting, the Corporation will Company shall appoint a successor to the Rights Agent. If the Corporation fails Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any a Rights Certificate (which holder who shall, with such notice, submit such holder’s his or her Rights Certificate for inspection by the CorporationCompany), then the registered holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall be a corporation incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province of Manitoba. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares and the Common Shares, and mail a notice thereof in writing to the registered holders of the RightsRights Certificates. Failure to give any notice provided for in this section 6.4Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 90 days’ notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares by registered or certified mail, and to the holders of the Rights mail in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation company incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province of ManitobaBritish Columbia. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, and mail a notice thereof in writing to the holders of the RightsRights in accordance with Section 5.9. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the any successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement Plan upon 60 sixty (60) days’ notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to the Corporation Company and to each transfer agent of the Common Shares Stock and/or Series B Preferred, as applicable, by registered or certified mail. Following the Distribution Date, the Company shall promptly notify the holders of the Rights Certificates by first-class mail of any -28- such resignation. In the event that the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Plan as of the effective date of such termination, and the Company shall be responsible for sending any required notice related thereto. The Company may remove the Rights Agent or any successor Rights Agent upon sixty (60) days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and/or Series B Preferred, as applicable, by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Certificates by registered or certified first-class mail, and to the holders of the Rights in accordance with section 7.8. If the Rights Agent should shall resign or be removed or shall otherwise become incapable of acting, the Corporation will resigning, removed, or incapacitated Rights Agent shall remit to the Company, or to any successor Rights Agent designated by the Company, all books, records, funds, certificates or other documents or instruments of any kind then in its possession which were acquired by such resigning, removed or incapacitated Rights Agent in connection with its services as Rights Agent hereunder, and shall thereafter be discharged from all duties and obligations hereunder. Following notice of such removal, resignation or incapacity, the Company shall appoint a successor to the such Rights Agent. If the Corporation fails Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any a Rights Certificate (which holder who shall, with such notice, submit such holder’s his Rights Certificate for inspection by the CorporationCompany), then the registered holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated Person organized and doing business under the laws of Canada the State of New York or a province thereof the State of Delaware (or any other state of the United States so long as such Person is authorized to carry on the do business of as a trust company banking institution in the Province State of ManitobaNew York or the State of Delaware) in good standing, having an office in the State of New York or the State of Delaware, which is authorized under such laws to exercise stock transfer or 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 Rights Agent a combined capital and surplus or net assets, on a consolidated basis, of at least $100 million. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, appointment the Corporation will Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock and/or Series B Preferred, and as applicable, and, following the Distribution Date, mail a notice thereof in writing to the registered holders of the RightsRights Certificates. Failure to give any notice provided for in this section 6.4Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ 90 days notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ days notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall must be a corporation incorporated under the laws of Canada or a province thereof and authorized to carry on the business of a trust company in the Province of ManitobaBritish Columbia. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, any class of Voting Shares and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ notice in writing (or such lesser notice as is acceptable to the Corporation) in writing mailed to the Corporation and to each the transfer agent of Common Shares by registered or certified mail, and to the holders Holders of the Rights in accordance with section 7.8Section 5.9 at the Corporation’s expense. The Corporation may remove the Rights Agent upon 30 60 days’ notice in writing, mailed to the Rights Agent and to each the transfer agent of the Common Shares by registered or certified mail, and to the holders Holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation will appoint a successor to the Rights Agent. If the Corporation fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder Holder of any Rights (which holder Holder shall, with such notice, submit such holderXxxxxx’s Rights Certificate for inspection by the Corporation), then the holder outgoing Rights Agent or Holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights AgentAgent at the Corporation’s expense. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall be a corporation incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province Provinces of ManitobaBritish Columbia and Alberta. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent Agent, upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses expenses, owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement Agreement, shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will file notice thereof in writing with the predecessor Rights Agent and each the transfer agent of the Common Shares, and mail or cause to be mailed a notice thereof in writing to the holders Holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 60 thirty (30) days’ notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to the Corporation and to each transfer agent of the Common Shares Stock known to the Rights Agent and the Preferred Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. The Corporation may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares Stock and the Preferred Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. If the Rights Agent should shall resign or be removed or shall otherwise become incapable of acting, the Corporation will shall appoint a successor to the Rights Agent. If the Corporation fails shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights a Right Certificate (which holder who shall, with such notice, submit such holder’s Rights his Right Certificate for inspection by the Corporation), then the Corporation shall become the Rights Agent or the holder of record of any Rights or the retiring Rights Agent, at the Corporation’s expense, Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall be (a) a corporation incorporated Person organized and doing business under the laws of Canada the United States or of any state thereof, which is authorized under such laws to exercise stock transfer powers or conduct a province thereof authorized shareholder services business and is subject to carry on the business of a trust company supervision or examination in the Province conduct of Manitobaits stock transfer business by federal or state authorities and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (b) an Affiliate controlled by or under common control with one or more Persons described in clause (a) of this sentence. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; , but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock and Preferred Stock, and mail a notice thereof in writing to the registered holders of the RightsRight Certificates. Failure to give any notice provided for in this section 6.4Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. Notwithstanding the foregoing provisions, in the event of resignation, removal or incapacity of the Rights Agent, the Corporation shall have the authority to act as the Rights Agent until a successor Rights Agent shall have assumed the duties of the Rights Agent hereunder.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 90 days’ notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing delivered or mailed to the Corporation Company and to each transfer agent of Common Shares by registered or certified mail, mail and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 thirty (30) days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares by registered or certified mail, mail and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 thirty (30) days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent then the resigning Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate for inspection by the Corporation), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated under the laws of Canada or a province thereof authorized to carry on one of the business United States of a trust company in the Province of ManitobaAmerica. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but upon payment of its outstanding fees and expenses the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, Shares and mail a give notice thereof in writing to the holders of the RightsRights in accordance with Section 5.9. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged ---------------------- from its duties under this Agreement upon 60 90 days’ ' notice in writing (or such lesser notice as is acceptable to to, the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock or Preferred Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock or Preferred Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the CorporationCompany), then the registered holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be either (A) a corporation incorporated organized and doing business under the laws of Canada the United States or of the State of New York or Ohio, in good standing, having its principal office in the State of New York or Ohio, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of at least $50,000,000 or (B) an affiliate of a trust company corporation described in clause (A) of this sentence which is a corporation organized and doing business under the laws of the United States or of the State of New York or Ohio, in good standing, having its principal office in the Province State of ManitobaNew York or Ohio, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this agreement and is subject to supervision or examination by federal or state authority. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock or Preferred Stock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. ‌ The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing delivered or mailed to the Corporation Company and to each transfer agent of Common Shares by registered or certified first class mail, and mailed or delivered to the holders of the Rights in accordance with section 7.8Section 5.9 hereof. The Corporation Company may remove the Rights Agent upon 30 days’ notice in writing, mailed or delivered to the Rights Agent and to each transfer agent of the Common Shares by registered or certified first class mail, and mailed to the holders of the Rights in accordance with section 7.8Section 5.9 hereof. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation will Company shall appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agentmay apply, at the CorporationCompany’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation body corporate incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province of ManitobaBritish Columbia. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation receipt of all fees and expenses outstanding to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement Company shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock known to the Rights Agent by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated Person organized and doing business under the laws of Canada the United States or any state of the United States, in good standing, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of a trust company in the Province of Manitobaat least $50,000,000. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement Plan upon 60 at least 30 days’ notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock, if applicable and to the extent that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, by registered or certified mail. In the event the Rights Agent enters into a transfer agency relationship with the Company, and such relationship subsequently terminates, the Rights Agent will be deemed to the holders have resigned automatically and be discharged from its duties under this Plan as of the Rights in accordance with section 7.8effective date of such termination. The Corporation Company may remove the Rights Agent upon at least 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.8. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of at least 30 days after such removal or the effectiveness of such resignation or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court the Court of competent jurisdiction Chancery of the State of Delaware for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a the court, shall be a corporation incorporated Person organized and doing business under the laws of Canada the United States or any state of the United States, in good standing, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Plan and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus, of a trust company in the Province of Manitobaat least $50,000,000. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail send a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ 90 days notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights rights Agent upon 30 days’ days notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be (a) a corporation incorporated organized and doing business under the laws of Canada the United States or of any State of the United States, in good standing, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a province thereof authorized to carry on the business combined capital and surplus of at least $50,000,000 or (b) an affiliate of a trust company corporation described in the Province of Manitobaimmediately preceding clause (a). After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 60 thirty (30) days’ notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to the Corporation Company and to each transfer agent of Common the Preferred Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. In the event the transfer agency relationship between the Company and the Rights Agent terminates, the Rights 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 be responsible for sending any notice required under this Section 21. The Company may remove the Rights Agent or any successor Rights Agent upon thirty (30) days’ notice in accordance with section 7.8writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Shares by registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the Rights Agent should shall resign or be removed or shall otherwise become incapable of acting, the Corporation will Company shall appoint a successor to the Rights Agent. If the Corporation fails Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any a Rights Certificate (which holder who shall, with such notice, submit such holder’s his or her Rights Certificate for inspection by the CorporationCompany), then the registered holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall be a corporation incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province of Manitoba. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares and the Common Shares, and mail a notice thereof in writing to the registered holders of the RightsRights Certificates. Failure to give any notice provided for in this section 6.4Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ ' notice in writing (or such lesser notice as is acceptable to the Corporation) in writing delivered, mailed or sent by facsimile to the Corporation and to each transfer agent of Common Shares by registered mail or certified mail, and to the holders of the Rights in accordance with section 7.8facsimile. The Corporation may remove the Rights Agent upon 30 60 days’ ' notice in writing, mailed or delivered to the Rights Agent and to each transfer agent of the Common Shares by registered mail or certified mail, and to the holders of the Rights in accordance with section 7.8facsimile. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation will shall appoint a successor to the Rights Agent. If the Corporation fails to make such appointment within a period of 30 60 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s the Rights Certificate of such holder for inspection by the Corporation), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall be a corporation trust company incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company as principal or through an agent in the Province Provinces of ManitobaOntario or British Columbia. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but provided that the predecessor Rights Agent Agent, upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees its account and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement expenses, shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will shall file notice thereof in writing with the predecessor Rights Agent and each the transfer agent of the Common Shares, and mail a notice thereof in writing to the holders of the RightsRights in accordance with Section 5.9. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. 4.7 The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 90 days’ ' notice in writing (or such lesser notice as is acceptable to the Corporation) in writing mailed to the Corporation and to each transfer agent of Common Voting Shares of the Corporation by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.11. The Corporation may remove the Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Voting Shares of the Corporation by registered or certified mail, mail and to the holders of the Rights in accordance with section 7.8Section 5.11. If the Rights Agent should resign resigns or be is removed or otherwise become becomes incapable of acting, the Corporation will appoint a successor to the Rights Agent. If the Corporation fails to make such appointment within a period of 30 90 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shallwill, with such notice, submit such holder’s 's Rights Certificate for inspection by the Corporation), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall will be a corporation incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province of ManitobaCanada. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent Agent, upon payment by receiving from the Corporation to the predecessor Rights Agent payment in full of all amounts outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to under this Agreement shall Agreement, will deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesVoting Shares of the Corporation, and mail a notice thereof in writing to the holders of the Rights. The cost of giving any notice required under this Section 4.7 will be borne solely by the Corporation. Failure to give any notice provided for in this section 6.4, Section 4.7 37 -34- however, or any defect therein, shall will not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 60 30 days’ ' notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to the Corporation Company and to each transfer agent of the Common Shares and the Preferred Shares known to the Rights Agent by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. The Corporation Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and the Preferred Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. If the Rights Agent should shall resign or be removed xli or shall otherwise become incapable of acting, the Corporation will Company shall appoint a successor to the Rights Agent. If the Corporation fails Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights a Right Certificate (which holder who shall, with such notice, submit such holder’s Rights his Right Certificate for inspection by the CorporationCompany), then the registered holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be (i) a corporation incorporated Person organized and doing business under the laws of Canada 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 Rights Agent a province thereof authorized to carry on the business combined capital and surplus of a trust company in the Province at least $50 million or (ii) an Affiliate of Manitobaany such Person. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, appointment the Corporation will Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares and the Preferred Shares, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.. xlii

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 30 days’ notice in writing (or such lesser notice as is acceptable to the Corporation) in writing mailed to the Corporation and to each transfer agent of Common Voting Shares by registered or certified mail, and to the holders of the Rights in accordance with section 7.8. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, mailed given to the Rights Agent and to each the transfer agent of the Common Shares (by personal delivery or registered or certified mail), and to the holders of the Rights in accordance with section 7.8Section 5.10. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation will appoint a successor to the Rights Agent. If the Corporation fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent (at the Corporation’s expense) or by the holder of any Rights (which holder shall, with such noticenotice if given after the Separation Time, submit such holder’s Rights Certificate for inspection by the Corporation), then the resigning Rights Agent or the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction (at the Corporation’s expense) for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall be a corporation incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province of ManitobaAlberta. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent Agent, upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed owing by the Corporation to the predecessor Rights Agent pursuant to this Agreement Agreement, shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will file notice thereof in writing with the predecessor Rights Agent and each the transfer agent of the Common Shares, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged ---------------------- from its duties under this Agreement upon 60 90 days’ ' notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be (A) a corporation incorporated organized and doing business under the laws of Canada the United States or a province thereof of the State of New York or California, or of any other state of the United States so long as such corporation is authorized to carry on do business as a banking institution in the business State of New York or California, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $15,000,000 or (B) an Affiliate of a trust company corporation described in the Province clause (A) of Manitobathis sentence. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ ' notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 60 days’ ' notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated organized and doing business under the laws of Canada the United States or a province thereof authorized to carry on the business of a trust company any state in the Province United States, which is authorized under such laws to exercise the powers of Manitobathe Rights Agent contemplated by this Agreement. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ ' notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated or association organized and doing business under the laws of Canada the United States or a province thereof authorized to carry on of the business State of a trust company New York, Georgia or Illinois, in good standing, an office in the Province State of ManitobaNew York, North Carolina, Georgia or Illinois, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver delivery any further assurance, conveyance, act or deed necessary for that the purpose. The Rights Agent shall be paid any outstanding fees and expenses prior to transferring any property to a successor Rights Agent. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be ---------------------- discharged from its duties under this Agreement upon 60 90 days’ ' notice in writing (or such lesser notice as is acceptable to the CorporationCompany) in writing mailed to the Corporation Company and to each transfer agent of Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. The Corporation Company may remove the Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock by registered or certified mail, and to the holders of the Rights in accordance with section 7.8Section 5.9. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation Company will appoint a successor to the Rights Agent. If the Corporation Company fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s 's Rights Certificate for inspection by the CorporationCompany), then the holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be (A) a corporation incorporated organized and doing business under the laws of Canada the United States or a province thereof of the State of New York or Massachusetts, or of any other state of the United States so long as such corporation is authorized to carry on do business as a banking institution in the business State of New York or Massachusetts, which is authorized under such laws to exercise the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $15,000,000 or (B) an Affiliate of a trust company corporation described in the Province clause (A) of Manitobathis sentence. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation Company will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common SharesStock, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ notice in writing (or such lesser notice as is acceptable to the Corporation) in writing delivered or mailed to the Corporation and to each transfer agent of Common Voting Shares by registered or certified mailfirst class mall, and mailed or delivered to the holders of the Rights in accordance with section 7.8Section 5.9 hereof. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, mailed or delivered to the Rights Agent and to each transfer agent of the Common Voting Shares by registered or certified mailfirst class mall, and mailed to the holders of the Rights in accordance with section 7.8Section 5.9 hereof. If the Rights Agent should resign or be removed or otherwise become incapable of acting, the Corporation will shall appoint a successor to the Rights Agent. If the Corporation fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any Rights (which holder shall, with such notice, submit such holder’s Rights Certificate for inspection by the Corporation), then the holder of any Rights or the retiring Rights Agentmay apply, at the Corporation’s expense, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. , Any successor Rights Agent, whether appointed by the Corporation or by such a court, shall be a corporation body corporate incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province of Manitobaprovince. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment, the Corporation will shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Voting Shares, and mail a notice thereof in writing to the holders of the Rights. Failure to give any notice provided for in this section 6.4Section 4.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 60 days’ notice of 30 days in writing (or such lesser notice as is acceptable to the Corporation) mailed to the Corporation Trust and to each transfer agent of the Common Shares or Preferred Shares by registered or certified mail and to the holders of the Rights Certificates by either (i) first-class mail or (ii) by disclosure in a periodic report of the Trust required to be filed under the Exchange Act, any permitted report under the Exchange Act, a press release of the Trust or in any proxy or other communication of the Trust with its stockholders. The Trust may remove the Rights Agent or any successor Rights Agent upon notice of 30 days in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares or Preferred Shares by registered or certified mail, and to the holders of the Rights Certificates by either (i) first-class mail or (ii) by disclosure in accordance with section 7.8. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent a periodic report of the Common Shares by registered or certified mailTrust required to be filed under the Exchange Act, and to any permitted report under the holders Exchange Act, a press release of the Rights Trust or in accordance any proxy or other communication of the Trust with section 7.8its shareholders. If the Rights Agent should shall resign or be removed or shall otherwise become incapable of acting, the Corporation will Trust shall appoint a successor to the Rights Agent. Notwithstanding any other provision of this Agreement, in no event shall the resignation or removal of a Rights Agent be effective until a successor Rights Agent shall have been appointed and have accepted such appointment. If the Corporation fails Trust shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the any holder of any a Rights Certificate (which holder who shall, with such notice, submit such holder’s his Rights Certificate for inspection by the CorporationTrust), then the incumbent Rights Agent or the registered holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Trust or by such a court, shall be a corporation incorporated organized and doing business under the laws of Canada the United States or a province thereof of the State of Illinois (or of any other state of the United States so long as such corporation is authorized to carry on conduct a banking, corporate trust or stock transfer business in the business State of Illinois) 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 Rights Agent a combined capital and surplus of at least $50,000,000 or (b) an Affiliate of a trust company corporation described in the Province clause (a) of Manitobathis sentence. After appointment, the successor Rights Agent will shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for that such purpose. Not later than the effective date of any such appointment, the Corporation will Trust shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares or Preferred Shares, and ; the Trust shall also either (i) mail a notice thereof in writing to the registered holders of the RightsRights Certificates or (ii) make a disclosure with respect thereto in a periodic report of the Trust required to be filed under the Exchange Act, any permitted report under the Exchange Act, a press release of the Trust or in any proxy or other communication of the Trust with its shareholders. Failure to give any notice provided for in this section 6.4Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 60 thirty (30) days’ notice in writing (or such lesser notice as is acceptable to the Corporation) mailed to Company in the Corporation and to each transfer agent of Common Shares by registered or certified mailmanner set forth in Section 26 herein, and to the holders of the Rights in accordance with section 7.8. The Corporation may remove the Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent and to each transfer agent of the Common Shares Stock and Preferred Stock (in the event that the Rights Agent or one of its Affiliates is not also the transfer agent of the Common Stock and Preferred Stock). If at any time the Rights Agent or one of its Affiliates is also the transfer agent for the Company, in the event such transfer agency relationship terminates, the Rights 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 be responsible for sending any required notices. The Company may, in its sole discretion, remove the Rights Agent or any successor Rights Agent upon thirty (30) days’ notice to the Rights Agent or successor Rights Agent in the manner set forth in Section 26 herein, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, by registered or certified mail, and and, if such removal occurs after the Distribution Date, to the holders of the Rights in accordance with section 7.8Certificates by first-class mail. If the Rights Agent should shall resign or be removed or shall otherwise become incapable of acting, the Corporation will Company shall appoint a successor to the Rights Agent. If the Corporation fails Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of any a Rights Certificate (which holder who shall, with such notice, submit such holder’s his Rights Certificate for inspection by the CorporationCompany), then the any registered holder of any Rights or the retiring Rights Agent, at the Corporation’s expense, Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Corporation Company or by such a court, shall be a corporation incorporated under the laws of Canada or a province thereof authorized to carry on the business of a trust company in the Province of Manitoba. After appointment, the successor Rights Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent upon payment by the Corporation to the predecessor Rights Agent of all outstanding fees and expenses owed by the Corporation to the predecessor Rights Agent pursuant to this Agreement shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for that purpose. Not later than the effective date of any such appointment, the Corporation will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Shares, and mail a notice thereof in writing to the holders of the Rights. Failure to give notice provided for in this section 6.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.