Common use of Change of Warrant Agent Clause in Contracts

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent, then any Holder may apply to a court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the successor warrant agent, the Company shall perform the duties of the Warrant Agent. After appointment, the successor warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file any notice provided for in this Section 13.3, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the addresses appearing on the Warrant register, of such resignation, specifying a date when such resignation shall take effect. The Warrant Agent may be removed by like notice to the Warrant Agent from the CompanyCompany and by like mailing of notice to the holders of the Warrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such the removal or after it has been notified in writing of such the resignation or incapacity by the resigning or incapacitated Warrant Agent, then the registered holder of any Holder Warrant may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the successor warrant agent, the Company shall perform the duties of the Warrant Agent. After appointment, the successor warrant agent shall be vested with the same powers, rightsright, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, but the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent any all canceled Warrants, records and property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file or mail any notice provided for in this Section 13.3Section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company upon 30 days' advance prior notice in writing mailed, by registered or certified mail, to the Company. The Company may remove the Warrant Agent or any successor warrant agent upon 30 days' prior notice in writing. The Warrant Agent may be removed by like notice , mailed to the Warrant Agent from or successor warrant agent, as the Companycase may be, by registered or certified mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant AgentAgent and shall, within 15 days following such appointment, give notice thereof in writing to each registered holder of the Warrant Certificates. If the Company shall fail to make such appointment within a period of 30 15 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent, then any Holder may apply to a court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the successor warrant agent, the Company shall agrees to perform the duties of the Warrant AgentAgent hereunder until a successor Warrant Agent is appointed. After appointment, appointment the successor warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, but the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent Warrant Agent any property at the time held by it hereunderpursuant to this Agreement, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.3Section, however, or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign ----------------------- and be discharged from its duties under this Warrant Agreement upon 90 calendar days' prior notice in writing mailed, by giving registered or certified mail, to the Company. The Company 30 may remove the Warrant Agent or any successor warrant agent upon 60 calendar days' advance prior notice in writing. The Warrant Agent may be removed by like notice , mailed to the Warrant Agent from or successor warrant agent, as the Companycase may be, by registered or certified mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant AgentAgent and shall, within 30 calendar days following such appointment, give notice thereof in writing to each registered holder of the Warrant Certificates. If the Company shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent, then any Holder may apply to a court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the successor warrant agent, the Company shall agrees to perform the duties of the Warrant AgentAgent hereunder until a successor warrant agent is appointed. After appointment, appointment the successor warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, but the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the this purpose. Failure to file give any notice provided for in this Section 13.3Section, however, or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company upon 30 days' advance prior notice in writing mailed, by registered or certified mail, to the Company. The Company may remove the Warrant Agent or any successor warrant agent upon 30 days' prior notice in writing. The Warrant Agent may be removed by like notice , mailed to the Warrant Agent from or successor warrant agent, as the Companycase may be, by registered or certified mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant AgentAgent and shall, within 15 days following such appointment, give notice thereof in writing to each registered holder of the Certificates. If the Company shall fail to make such appointment within a period of 30 15 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent, then any Holder may apply to a court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the successor warrant agent, the Company shall agrees to perform the duties of the Warrant AgentAgent hereunder until a successor Warrant Agent is appointed. After appointment, appointment the successor warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, but the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent Warrant Agent any property at the time held by it hereunderpursuant to this Agreement, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.3Section, however, or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement upon 30 days’ prior notice in writing mailed, by giving registered or certified mail, to the Company. The Company may remove the Warrant Agent or any successor warrant agent upon 30 days' advance ’ prior notice in writing. The Warrant Agent may be removed by like notice , mailed to the Warrant Agent from or successor warrant agent, as the Companycase may be, by registered or certified mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant AgentAgent and shall, within 15 days following such appointment, give notice thereof in writing to each registered holder of the Warrant Certificates. If the Company shall fail to make such appointment within a period of 30 days after After such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent, then any Holder may apply to a court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the successor warrant agent, the Company shall agrees to perform the duties of the Warrant AgentAgent hereunder until a successor Warrant Agent is appointed. After appointmentappointment and execution of a copy of this Agreement in effect at that time, the successor warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, but the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent Warrant Agent, within a reasonable time, any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.3Section, however, or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and or be discharged by the Company from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from or the Company, as the case may be, by giving notice in writing to the other, and by giving a date when such resignation or discharge shall take effect, which notice shall be sent at least 30 days prior to the date so specified. If the Warrant Agent shall resign or resign, be removed discharged or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Warrant Holder or after discharging the Warrant Agent, then any Holder may apply to a court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the successor warrant agent, the Company shall agrees to perform the duties of the Warrant AgentAgent hereunder until a successor Warrant Agent is appointed. After appointmentappointment and execution of a copy of this Agreement in effect at that time, the successor warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, deed and the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent Warrant Agent any property at the time held by it hereunderthereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for effecting the purposedelivery or transfer. Failure to file give any notice provided for in this Section 13.3the section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agentWarrant Agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing. The as Warrant Agent may be removed by like at any time following 30 days written notice thereof to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning Warrant Agent or incapacitated by the registered Holder of a Warrant AgentCertificate, then the registered Holder of any Holder Warrant may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the a successor warrant agentto such Warrant Agent, either by the Company shall perform or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The Holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment, the successor warrant agent to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, provided that the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.313, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agentAgent.

Change of Warrant Agent. The Warrant Agent may resign and or be discharged by the Company from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from or the Company, as the case may be, by giving notice in writing to the other, and by giving a date when such resignation or discharge shall take effect, which notice shall be sent at least 30 days prior to the date so specified. If the Warrant Agent shall resign or resign, be removed discharged or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Warrant Holder or after discharging the Warrant Agent, then any Holder may apply to a court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the successor warrant agent, the Company shall agrees to perform the duties of the Warrant AgentAgent hereunder until a successor Warrant Agent is appointed. After appointmentappointment and execution of a copy of this Agreement in effect at that time, the successor warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, deed and the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent Warrant Agent any property at the time held by it hereunderthereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for effecting the purposedelivery or transfer. Failure to file give any notice provided for in this Section 13.318, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agentWarrant Agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing. The as Warrant Agent may be removed by like at any time following 30 days written notice thereof to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning Warrant Agent or incapacitated Warrant Agentby any Holder of a Warrant, then the Holder of any Holder Warrant may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the a successor warrant agentto such Warrant Agent, either by the Company shall perform or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The Holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment, the successor warrant agent to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, provided that the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.313, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agentAgent.

Change of Warrant Agent. The Warrant Agent may resign and or be discharged by the Company from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from or the Company, as the case may be, giving notice in writing to the other, and by giving a date when such resignation or discharge shall take effect, which notice shall be sent at least 30 days prior to the date so specified. If the Warrant Agent shall resign or resign, be removed discharged or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Warrant Holder or after discharging the Warrant Agent, then any Holder may apply to a court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the successor warrant agent, the Company shall agrees to perform the duties of the Warrant AgentAgent hereunder until a successor Warrant Agent is appointed. After appointmentappointment and execution of a copy of this Agreement in effect a that time, the successor warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, deed and the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent Warrant Agent any property at the time held by it hereunderthereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for effecting the purposedelivery or transfer. Failure to file give any notice provided for in this Section 13.3the section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agentWarrant Agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Holder Warrant may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the a successor warrant agentto such Warrant Agent, either by the Company shall perform or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment, appointment the successor warrant agent to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, provided that the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.316, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agentAgent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Holder Warrant may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the a successor warrant agentto such Warrant Agent, either by the Company shall perform or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The Holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment, the successor warrant agent to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, provided that the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.313, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agentAgent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' ’ advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent, then any Holder Holder, may apply to a court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the successor warrant agent, the Company shall perform the duties of the Warrant Agent. After appointment, the successor warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file any notice provided for in this Section 13.3, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Holder Warrant Certificate may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the a successor warrant agentto such Warrant Agent, either by the Company shall perform or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment, appointment the successor warrant agent to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, but the former Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall be required to deliver and transfer to the successor warrant agent to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.316, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agentAgent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the addresses appearing on the Warrant register, of such resignation, specifying a date when such resignation shall take effect. The Warrant Agent may be removed by like notice to the Warrant Agent from the CompanyCompany and by like mailing of notice to the holders of the Warrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such the removal or after it has been notified in writing of such the resignation or incapacity by the resigning or incapacitated Warrant Agent, then the registered holder of any Holder Warrant may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the successor warrant agent, the Company shall perform the duties of the Warrant Agent. After appointment, the successor warrant agent shall be vested with the same powers, rightsright, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, but the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent any all canceled Warrants, records and property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file or mail any notice provided for in this Section 13.3Section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agentSECTION 17.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Holder Warrant or the Warrant Agent may apply petition at the expense of the Company to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the a successor warrant agentto such Warrant Agent, either by the Company shall perform or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment, appointment the successor warrant agent to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, provided that the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.313, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agentAgent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance ’ notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by (a) the resigning or incapacitated Warrant AgentAgent or (b) any Holder (who shall with such notice submit his Warrant for inspection by the Company), then any Holder may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the successor warrant agent, the Company shall perform the duties of the Warrant Agent. After appointment, the successor warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as the Warrant Agent without further act or deed; provided, however, but the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file any notice provided for in this Section 13.316, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first classby first-class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Holder Warrant may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the a successor warrant agentto such Warrant Agent, either by the Company shall perform or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment, appointment the successor warrant agent to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, provided that the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.313, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agentAgent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing, and to the holders of the Warrants notice by mailing such notice to the holders at their addresses appearing on the Warrant register, of such resignation, specifying a date when such resignation shall take effect. The Warrant Agent may be removed by like notice to the Warrant Agent from the CompanyCompany and the like mailing of notice to the holders of the Warrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant AgentAgent or after the Company has received such notice from a registered holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the registered holder of any Holder Warrant may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the Any successor warrant agentWarrant Agent, whether appointed by the Company or by such a court, shall perform the duties of the Warrant Agentbe a bank or trust company, in good standing, incorporated under New York or federal law. After appointment, the successor warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file any notice provided for in this Section 13.3, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.Warrant

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement at any time by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from so notifying the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Holder Warrant may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the a successor warrant agentto such Warrant Agent, either by the Company shall perform or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment, appointment the successor warrant agent to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, provided that the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.313, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agentAgent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company upon 30 days' advance notice in writing. The Warrant Agent may be removed by like ’ notice to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed resigns or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the Warrant Agentsuccessor. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant AgentAgent or by the registered holder of a Warrant Certificate, then the resigning or incapacitated Warrant Agent or the registered holder of any Holder Warrant Certificate may apply to a any court of competent jurisdiction for the appointment of a successor to the resigning or incapacitated Warrant Agent. Pending the appointment of a successor to the successor warrant agentWarrant Agent, either by the Company shall perform or by such a court, the duties of the Warrant AgentAgent shall be carried out by the Company. Any successor warrant agent whether appointed by the Company or by such a court, shall be a bank or trust company, in good standing, incorporated under the laws of the State of New York, or the State of California or of the United States of America, and must have at the time of its appointment as Warrant Agent (together with its corporate parent) a combined capital and surplus of at least fifty million dollars. After appointment, appointment the successor warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, but the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.319, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the a successor warrant agent, agent as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and or be discharged by the Company from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from or the Company, as the case may be, giving notice in writing to the other, and by giving a date when such resignation or discharge shall take effect, which notice shall be sent at least 60 days prior to the date so specified. If the Warrant Agent shall resign or resign, be removed discharged or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 60 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent or by any Warrant Holder or after discharging the Warrant Agent, then any Warrant Holder may apply to a court Court of competent jurisdiction jurisdiction, for the appointment of a successor to the Warrant Agent. Pending the appointment of a successor to the successor warrant agentWarrant Agent, either by the Company or such Court, the Company shall perform carry out the duties of the Warrant Agent. After appointment, the successor warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, deed and the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent Warrant Agent any property at the time held by it hereunderthereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for effecting the purposedelivery or transfer. Failure to file give any notice provided for in this Section 13.3the section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agentWarrant Agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to If the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to terminates the Warrant Agent from the Company. If or the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent or shall resign as provided below, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal it has terminated the Warrant Agent or after it has been notified in writing of such a resignation or incapacity by the resigning or incapacitated Warrant Agent, then the registered holder of any Holder Warrant Certificate may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the a successor warrant agentto such Warrant Agent, either by the Company shall perform or by such a court, the duties of the Warrant AgentAgent shall be carried out by the Company. After appointment, the successor warrant agent to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, but the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.319, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent. The Warrant Agent may resign at any time and be discharged from the obligations hereby created by so notifying the Company in writing at least 30 days in advance of the proposed effective date of its resignation. If no successor Warrant Agent or accepts the appointment of the successor warrant agent, as the case may be. In the event of engagement hereunder by such resignation or removaltime, the successor warrant agent Company shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agentact as Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Holder Warrant Certificate may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the a successor warrant agentto such Warrant Agent, either by the Company shall perform or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment, appointment the successor warrant agent to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, but the former Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall be required to deliver and transfer to the successor warrant agent to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.3SECTION 16, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agentAgent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement at any time by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from so notifying the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Holder Warrant may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the a successor warrant agentto such Warrant Agent, either by the Company shall perform or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment, appointment the successor warrant agent to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, provided that the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.3, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.in

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to (a) If the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to terminates the Warrant Agent from the Company. If or the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent or shall resign as provided below, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal it has terminated the Warrant Agent or after it has been notified in writing of such a resignation or incapacity by the resigning or incapacitated Warrant Agent, then the registered holder of any Holder Warrant Certificate may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the a successor warrant agentto such Warrant Agent, either by the Company shall perform or by such a court, the duties of the Warrant AgentAgent shall be carried out by the Company. After appointment, the successor warrant agent to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, but the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.319, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent. (b) The Warrant Agent may resign at any time and be discharged from the obligations hereby created by so notifying the Company in writing at least 30 days in advance of the proposed effective date of its resignation. If no successor Warrant Agent or accepts the appointment of the successor warrant agent, as the case may be. In the event of engagement hereunder by such resignation or removaltime, the successor warrant agent Company shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agentact as Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement at any time by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from so notifying the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable inca- pable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such incapacity or resignation or incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Holder Warrant Certificate may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the a successor warrant agentto such Warrant Agent, either by the Company shall perform or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The registered holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment, appointment the successor warrant agent to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, but the former Warrant Agent shall be required shall, after the payment of all outstanding amounts owed to it hereun- der, deliver and transfer to the successor warrant agent to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assuranceassur- ance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.317, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent. The provisions of Section 16 with respect to any Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of shall survive such Warrant Agent's resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.. 18

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement at any time by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from so notifying the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable inca- pable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such incapacity or resignation or incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Holder Warrant Certificate may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the a successor warrant agentto such Warrant Agent, either by the Company shall perform or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The registered holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment, appointment the successor warrant agent to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, but the former Warrant Agent shall be required shall, after the payment of all outstanding amounts owed to it hereun- der, deliver and transfer to the successor warrant agent to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assuranceassur- ance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.317, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent. The provisions of Section 16 with respect to any Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of shall survive such Warrant Agent's resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent or shall resign as provided below, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning Warrant Agent or incapacitated Warrant Agentby the registered holders of a majority of Smitx Xxxxxx Xxxrant Certificates, then the registered holder of any Holder Smitx Xxxxxx Xxxrant Certificate may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the a successor warrant agentto such Warrant Agent, either by the Company shall perform or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The holders of a majority of the unexercised Smitx Xxxxxx Xxxrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment, appointment the successor warrant agent to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, but the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent to the Warrant Agent any property at the time held by it hereunder, here under and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent. The Warrant Agent may resign at any time and be discharged from the obligations hereby created by so notifying the Company in writing at least 30 days in advance of the proposed effective date of its resignation. If no successor Warrant Agent or accepts the appointment of the successor warrant agent, as the case may be. In the event of engagement hereunder by such resignation or removaltime, the successor warrant agent Company shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agentact as Warrant Agent.

Change of Warrant Agent. The Warrant Agent or any successor Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving upon 30 days' notice in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days' advance notice in writing. The Warrant Agent may be removed by like notice writing mailed to the Warrant Agent from or successor Warrant Agent, as the Companycase may be, and to each transfer agent of the Common Stock by registered or certified mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent, then the holder of any Holder Warrant Certificate may apply to a any court of competent jurisdiction for the appointment of a successor to the new Warrant Agent. Pending Notwithstanding any provision to the appointment of the successor warrant agentcontrary contained herein, the Company shall perform the duties of the Warrant Agent. After appointment, the successor warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act removal or deed; provided, however, the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file any notice provided for in this Section 13.3, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent will not be effective until such time as a successor Warrant Agent has been appointed in accordance with the terms of this Agreement. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation or other business organization organized and doing business under the appointment laws of the successor warrant agentUnited States or any state of the United States, as the case may be. In the event of in good standing, which is authorized under such resignation or removal, the successor warrant agent shall mail, first class, laws to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.exercise corporate trust or

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Holder Warrant Certificate may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the a successor warrant agentto such Warrant Agent, either by the Company shall perform or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment, appointment the successor warrant agent to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, PROVIDED that the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.316, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agentAgent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement upon 60 days' prior notice in writing mailed, by giving registered or certified mail, to the Company. The Company 30 may remove the Warrant Agent or any successor warrant agent upon 60 days' advance prior notice in writing. The Warrant Agent may be removed by like notice , mailed to the Warrant Agent from or successor warrant agent, as the Companycase may be, by registered or certified mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant AgentAgent and shall, within 30 days following such appointment, give notice thereof in writing to each registered holder of the Warrant Certificates. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent, then any Holder may apply to a court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the successor warrant agent, the Company shall agrees to perform the duties of the Warrant AgentAgent hereunder until a successor Warrant Agent is appointed. After appointment, appointment the successor warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, but the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.3Section, however, or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become ----------------------- incapable of actingacting as Warrant Agent, the Company Holdings shall appoint a successor to the such Warrant Agent. If the Company Holdings shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Holder Warrant Certificate may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the a successor warrant agentto such Warrant Agent, the Company shall perform either by Holdings or by such a court, the duties of the Warrant Agent shall be carried out by Holdings. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by Holdings or the former Warrant Agent. After appointment, appointment the successor warrant agent to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, but the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.313, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agentAgent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' ’ advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent, then any Holder may apply to a court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the successor warrant agent, the Company shall perform the duties of the Warrant Agent. After appointment, the successor warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file any notice provided for in this Section 13.3, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Holder Warrant may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the a successor warrant agentto such Warrant Agent, either by the Company shall perform or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment, the successor warrant agent to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, provided that the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.324, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agentAgent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent or shall resign as provided below, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning Warrant Agent or incapacitated Warrant Agentby the registered holders of a majority of Warrants, then the registered holder of any Holder Warrant Certificate may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the a successor warrant agentto such Warrant Agent, either by the Company shall perform or by such a court, the duties of the Warrant AgentAgent shall be carried out by the Company. After appointment, the successor warrant agent to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, but the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent. The Warrant Agent may resign at any time and be discharged from the obligations hereby created by so notifying the Company in writing at least 30 days in advance of the proposed effective date of its resignation. If no successor Warrant Agent or accepts the appointment of the successor warrant agent, as the case may be. In the event of engagement hereunder by such resignation or removaltime, the successor warrant agent Company shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agentact as Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to such Warrant Agent, provided such successor is acceptable to the Warrant Agentholders pursuant to Section 15 hereof. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the retiring Warrant Agent or the registered holder of any Holder Warrant Certificate may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the a successor warrant agentto such Warrant Agent, either by the Company shall perform or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The Company, with the consent of the Administrative Agent (as defined in the Bridge Loan Agreement), shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment, appointment the successor warrant agent to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, but the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.317, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agentAgent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Holder Warrant may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the a successor warrant agentto such Warrant Agent, either by the Company shall perform or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment, appointment the successor warrant agent to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, provided that the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided 34 36 for in this Section 13.313, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agentAgent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company Holdings shall appoint a successor to the such Warrant Agent. If the Company Holdings shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Holder Warrant Certificate may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the a successor warrant agentto such Warrant Agent, the Company shall perform either by Holdings or by such a court, the duties of the Warrant Agent shall be carried out by Holdings. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by Holdings or the former Warrant Agent. After appointment, appointment the successor warrant agent to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, but the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.313, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agentAgent.

Change of Warrant Agent. The Warrant Agent may resign and be ----------------------- discharged from its duties under this Warrant Agreement upon 90 calendar days' prior notice in writing mailed, by giving registered or certified mail, to the Company. The Company 30 may remove the Warrant Agent or any successor warrant agent upon 60 calendar days' advance prior notice in writing. The Warrant Agent may be removed by like notice , mailed to the Warrant Agent from or successor warrant agent, as the Companycase may be, by registered or certified mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant AgentAgent and shall, within 30 calendar days following such appointment, give notice thereof in writing to each registered holder of the Warrant Certificates. If the Company shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent, then any Holder may apply to a court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the successor warrant agent, the Company shall agrees to perform the duties of the Warrant AgentAgent hereunder until a successor warrant agent is appointed. After appointment, appointment the successor warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, but the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the this purpose. Failure to file give any notice provided for in this Section 13.3Section, however, or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the Warrant Agent or registered holder of any Holder Warrant may apply at the expense of the Company to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the a successor warrant agentto such Warrant Agent, either by the Company shall perform or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment, appointment the successor warrant agent to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, provided that the former Warrant Agent upon payment of all amounts owed to it shall be required to deliver and transfer to the successor warrant agent to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.313, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agentAgent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing, and by giving notice in writing to the holders of the Warrants at their respective addresses appearing on the Warrant register prior to the date so specified, specifying a date when such resignation shall take effect, which notice shall be sent at least 30 days prior to the date so specified. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant AgentAgent or by any registered holder of a Warrant, then any Holder registered holder of a Warrant may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the Any successor warrant agent, whether appointed by the Company or by such a court, shall perform the duties be a bank or trust company having its principal office, and having capital and surplus as shown by its last published report to its stockholders, of the Warrant Agentat least five million dollars ($5,000,000). After appointment, the successor warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, but the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.3Section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Holder Warrant may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the a successor warrant agentto such Warrant Agent, either by the Company shall perform or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment, appointment the successor warrant agent to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, that the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purposepurpose upon written request therefor. Failure to file give any notice provided for in this Section 13.315, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agentAgent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent or shall resign as provided below, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent, then the registered holder of any Holder Warrant Certificate may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the a successor warrant agentto such Warrant Agent, either by the Company shall perform or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The registered holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent for cause and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment, the successor warrant agent to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, but the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.319, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent. The Warrant Agent may resign at any time and be discharged from the obligations hereby created by so notifying the Company in writing at least 30 days in advance of the proposed effective date of its resignation. If no successor Warrant Agent or accepts the appointment of the successor warrant agent, as the case may be. In the event of engagement hereunder by such resignation or removaltime, the successor warrant agent Company shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agentact as Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing, and to the holders of the Warrants notice by mailing such notice to holders at the addresses appearing on the Warrant register, of such resignation, specifying a date when such resignation shall take effect. The Warrant Agent may be removed by like notice to the Warrant Agent from the CompanyCompany and by like mailing of notice to the holders of the Warrants. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such the removal or after it has been notified in writing of such the resignation or incapacity by the resigning or incapacitated Warrant Agent, then the registered holder of any Holder Warrant may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the successor warrant agent, the Company shall perform the duties of the Warrant Agent. After appointment, the successor warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, but the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent any all canceled Warrants, records and property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file or mail any notice provided for in this Section 13.3Section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become ----------------------- incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Holder Warrant may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the a successor warrant agentto such Warrant Agent, either by the Company shall perform or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment, appointment the successor warrant agent to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, provided that the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.320, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agentAgent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. Agent If the 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 Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Holder Warrant may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Agent Pending the appointment of the a successor warrant agentto such Warrant Agent, either by the Company shall perform or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment, appointment the successor warrant agent to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, provided that the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.313, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agentAgent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Holder Warrant Certificate may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the a successor warrant agentto such Warrant Agent, either by the Company shall perform or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment, appointment the successor warrant agent to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, but the former Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall be required to deliver and transfer to the successor warrant agent to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.317, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agentAgent.

Change of Warrant Agent. The Warrant Agent may resign and be ----------------------- discharged from its duties under this Warrant Agreement upon 60 days' prior notice in writing mailed, by giving registered or certified mail, to the Company 30 Bank. The Bank may remove the Warrant Agent or any successor warrant agent upon 60 days' advance prior notice in writing. The Warrant Agent may be removed by like notice , mailed to the Warrant Agent from or successor warrant agent, as the Companycase may be, by registered or certified mail. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company Bank shall appoint a successor to the Warrant AgentAgent and shall, within 30 days following such appointment, give notice thereof in writing to each registered holder of the Warrant Certificates. If the Company Bank shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent, then any Holder may apply the Bank agrees to a court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the successor warrant agent, the Company shall perform the duties of the Warrant AgentAgent hereunder until a successor warrant agent is appointed. After appointment, appointment the successor warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had had, been originally named as Warrant Agent without further act or deed; provided, however, but the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.3Section, however, or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning Warrant Agent or incapacitated by the registered holder of a Warrant AgentCertificate, then the registered holder of any Holder Warrant may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the a successor warrant agentto such Warrant Agent, either by the Company shall perform or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment, appointment the successor warrant agent to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further neither act or deed; provided, however, provided that the former Warrant Agent shall be required to deliver and transfer to the successor warrant agent to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.313, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agentAgent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement by giving to the Company 30 days' advance notice in writing. The Warrant Agent may be removed by like notice to the Warrant Agent from the Company. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning Warrant Agent or incapacitated by the holder of a Warrant AgentCertificate, then the holder of any Holder Warrant Certificate may apply to a any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending the appointment of the a successor warrant agentto such Warrant Agent, either by the Company shall perform or by such a court, the duties of the Warrant Agent shall be carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. After appointment, appointment the successor warrant agent to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent without further act or deed; provided, however, but the former Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall be required to deliver and transfer to the successor warrant agent to the Warrant Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Failure to file give any notice provided for in this Section 13.318, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor warrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agentAgent.