Common use of Replacement of Subscription Receipt Agent; Successor by Merger Clause in Contracts

Replacement of Subscription Receipt Agent; Successor by Merger. (a) The Subscription Receipt Agent may resign from its duties and be discharged from all further duties and liabilities hereunder, subject to this Section 10.8, by giving to the Company not less than 60 days’ prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The holders by extraordinary resolution shall have power at any time to remove the person then appointed as “Subscription Receipt Agent” hereunder (the “Existing Agent” or once removed or resigned, the “Predecessor Agent”) and to appoint a new person in its stead (the “Successor Agent”). In the event of the Existing Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company shall forthwith appoint a Successor Agent unless a Successor Agent has already been appointed by the holders; failing such appointment by the Company, the Existing Agent or any Subscription Receiptholder may apply to a justice of the Supreme Court of Ontario (the “Court”) on such notice as such justice may direct, for the appointment of a Successor Agent; but any Successor Agent so appointed by the Company, or by the Court shall be subject to removal as aforesaid by the holders. Any Successor Agent appointed under any provision of this Section 10.8 shall be a corporation authorized to carry on the business of a trust company in the Province of Ontario and, if required by the Applicable Legislation for any other provinces, in such other provinces. On any such appointment the Successor Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as the “Subscription Receipt Agent” hereunder. (b) Upon the appointment of a Successor Agent, the Company shall promptly notify the holders thereof in the manner provided for in Section 11.2 hereof. (c) Any corporation into or with which the Subscription Receipt Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Subscription Receipt Agent shall be a party, or any corporation succeeding to the trust business of the Subscription Receipt Agent shall be the successor to the Subscription Receipt Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as a Successor Agent under Subsection 10.8(a). (d) Any Subscription Receipt Certificates certified but not delivered by a Predecessor Agent may be certified by the Successor Agent in the name of the Predecessor Agent or Successor Agent.

Replacement of Subscription Receipt Agent; Successor by Merger. (a) The Subscription Receipt Agent may resign from its duties appointment and be discharged from all further other duties and liabilities hereunder, subject to this Section 10.89.8, by giving to the Company Corporation not less than 60 30 days’ prior notice in writing or such shorter prior notice as the Company Corporation may accept as sufficient. The holders Receiptholders by extraordinary resolution Extraordinary Resolution shall have power at any time to remove the person then appointed as “existing Subscription Receipt Agent” hereunder (the “Existing Agent” or once removed or resigned, the “Predecessor Agent”) Agent and to appoint a new person in its stead (the “Successor Subscription Receipt Agent”). In the event of the Existing Subscription Receipt Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company Lead Underwriter, on behalf of the Underwriters, shall forthwith appoint a Successor Agent new escrow agent unless a Successor Agent new escrow agent has already been appointed by the holdersReceiptholders; failing such appointment by the CompanyLead Underwriter, on behalf of the Underwriters, the Existing retiring Subscription Receipt Agent or any Subscription Receiptholder may apply to a justice of the Supreme Court of Ontario Queen’s Bench (the “Court”Alberta) on such notice as such justice may direct, for the appointment of a Successor Agentnew escrow agent; but any Successor Agent new escrow agent so appointed by the CompanyLead Underwriter, on behalf of the Underwriters, or by the Court shall be subject to removal as aforesaid by the holdersReceiptholders. Any Successor Agent new escrow agent appointed under any provision of this Section 10.8 9.8 shall be a corporation authorized to carry on the business of a trust company in the Province Provinces of Alberta and Ontario and, if required by the Applicable Legislation applicable legislation for any other provinces, in such other provinces. On any such appointment appointment, the Successor Agent new escrow agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Subscription Receipt Agent hereunder. At the “request of the Corporation or the new Subscription Receipt Agent” hereunder, the retiring Subscription Receipt Agent, upon payment of the amounts, if any, due to it pursuant to Section 5.3, shall duly assign, transfer and deliver to the new Subscription Receipt Agent all property and money held and all records kept by the retiring Subscription Receipt Agent hereunder or in connection herewith. (b) Upon the appointment of a Successor Agentsuccessor escrow agent, the Company Corporation shall promptly notify the holders Receiptholders thereof in the manner provided for in Section 11.2 hereofArticle 10. (c) Any corporation into or with which the Subscription Receipt Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Subscription Receipt Agent shall be a party, or any corporation succeeding to the corporate trust business of the Subscription Receipt Agent shall be the successor to the Subscription Receipt Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as a Successor Agent successor escrow agent under Subsection 10.8(a9.8(a). (d) Any Subscription Receipt Certificates certified but not delivered by a Predecessor Agent predecessor escrow agent may be certified delivered by the Successor Agent successor escrow agent in the name of the Predecessor Agent predecessor or Successor Agentsuccessor escrow agent.

Replacement of Subscription Receipt Agent; Successor by Merger. (a) The Subscription Receipt Agent may resign from its duties appointment and be discharged from all further other duties and liabilities hereunder, subject to this Section 10.810.7, by giving to the Company Corporation not less than 60 days’ days prior notice in writing or such shorter prior notice as the Company Corporation may accept as sufficient. The holders Receiptholders by extraordinary resolution Extraordinary Resolution shall have power at any time to remove the person then appointed as “existing Subscription Receipt Agent” hereunder (the “Existing Agent” or once removed or resigned, the “Predecessor Agent”) Agent and to appoint a new person Subscription Receipt Agent. The Corporation and the Investor together may remove the existing Subscription Receipt Agent in the event that there are any changes, events or occurrences in respect of the Subscription Receipt Agent after the date hereof which the Corporation determines, acting reasonably, individually or in the aggregate, have a material adverse effect on the creditworthiness of the Subscription Receipt Agent or on the ability of the Subscription Receipt Agent to carry out its stead (the “Successor Agent”)obligations under this Agreement. In the event of the Existing Subscription Receipt Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company Investor shall forthwith appoint a Successor Agent new subscription receipt agent unless a Successor Agent new subscription receipt agent has already been appointed by the holdersReceiptholders; failing such appointment by the CompanyInvestor, the Existing retiring Subscription Receipt Agent or any Subscription Receiptholder may apply to a justice of the Supreme Superior Court of Ontario (the “Court”) Québec on such notice as such justice may direct, for the appointment of a Successor Agentnew subscription receipt agent; but any Successor Agent new subscription receipt agent so appointed by the Company, Investor or by the Superior Court of Québec shall be subject to removal as aforesaid by the holdersReceiptholders. Any Successor Agent new subscription receipt agent appointed under any provision of this Section 10.8 10.7 shall be a corporation authorized to carry on the business of a trust company in the Province of Ontario Québec and, if required by the Applicable Legislation applicable legislation for any other provinces, in such other provinces. On any such appointment appointment, the Successor Agent new subscription receipt agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Subscription Receipt Agent hereunder. At the “request of the Corporation or the new Subscription Receipt Agent” hereunder, the retiring Subscription Receipt Agent, upon payment of the amounts, if any, due to it pursuant to Section 6.3, shall duly assign, transfer and deliver to the new Subscription Receipt Agent all property and money held and all records kept by the retiring Subscription Receipt Agent hereunder or in connection herewith. (b) Upon the appointment of a Successor Agentsuccessor subscription receipt agent, the Company Corporation shall promptly notify the holders Receiptholders thereof in the manner provided for in Section 11.2 hereofArticle 11. (c) Any corporation into or with which the Subscription Receipt Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Subscription Receipt Agent shall be a party, or any corporation succeeding to the corporate trust business of the Subscription Receipt Agent shall be the successor to the Subscription Receipt Agent hereunder without any further act on its part or any of the parties heretoParties, provided that such corporation would be eligible for appointment as a Successor Agent successor subscription receipt agent under Subsection 10.8(aSection 10.7(a). (d) Any Subscription Receipt Certificates certified Authenticated but not delivered by a Predecessor Agent predecessor subscription receipt agent may be certified delivered by the Successor Agent successor subscription receipt agent in the name of the Predecessor Agent predecessor or Successor Agentsuccessor subscription receipt agent.

Replacement of Subscription Receipt Agent; Successor by Merger. (a) The Subscription Receipt Agent may resign from its duties appointment and be discharged from all further other duties and liabilities hereunder, subject to this Section 10.810.6, by giving to the Company Corporation not less than 60 days’ 30 days prior notice in writing or such shorter prior notice as the Company Corporation may accept as sufficient. The holders Receiptholders by extraordinary special resolution shall have power at any time to remove the person then appointed as “existing Subscription Receipt Agent” hereunder (the “Existing Agent” or once removed or resigned, the “Predecessor Agent”) Agent and to appoint a new person in its stead (the “Successor Agent”)subscription receipt agent. In the event of the Existing Subscription Receipt Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company Corporation shall forthwith appoint a Successor Agent new subscription receipt agent unless a Successor Agent new subscription receipt agent has already been appointed by the holdersReceiptholders; failing such appointment by the CompanyCorporation, the Existing retiring Subscription Receipt Agent or any Subscription Receiptholder may apply to a justice of the Supreme Superior Court of Ontario Justice (the “Court”Ontario) on such notice as such justice may direct, for the appointment of a Successor Agentnew subscription receipt agent; but any Successor Agent new subscription receipt agent so appointed by the Company, Corporation or by the Court shall be subject to removal as aforesaid by the holdersReceiptholders. Any Successor Agent new subscription receipt agent appointed under any provision of this Section 10.8 10.6 shall be a corporation authorized to carry on the business of a trust company in the Province of Ontario and, if required by the Applicable Legislation applicable legislation for any other provinces, in such other provinces. On any such appointment the Successor Agent new subscription receipt agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Subscription Receipt Agent hereunder. At the “request of the Corporation or the new subscription receipt agent, the retiring Subscription Receipt Agent” hereunder, upon payment of the amounts, if any, due to it pursuant to Section 5.3, shall duly assign, transfer and deliver to the new subscription receipt agent all property and money held and all records kept by the retiring Subscription Receipt Agent hereunder or in connection herewith. (b) Upon the appointment of a Successor Agentsuccessor subscription receipt agent, the Company Corporation shall promptly notify the holders Receiptholders thereof in the manner provided for in Section 11.2 Article 11 hereof. (c) Any corporation into or with which the Subscription Receipt Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Subscription Receipt Agent shall be a party, or any corporation succeeding to the corporate trust business of the Subscription Receipt Agent shall be the successor to the Subscription Receipt Agent hereunder without any further act on its part or any of the parties Parties hereto, provided that such corporation would be eligible for appointment as a Successor Agent successor subscription receipt agent under Subsection 10.8(aSection 10.6(a). (d) Any Subscription Receipt Certificates Certificate certified but not delivered by a Predecessor predecessor Subscription Receipt Agent may be certified delivered by the Successor Agent successor subscription receipt agent in the name of the Predecessor Agent predecessor or Successor successor Subscription Receipt Agent.

Replacement of Subscription Receipt Agent; Successor by Merger. (a) The Subscription Receipt Agent may resign from its duties appointment and be discharged from all further other duties and liabilities hereunder, subject to this Section 10.89.7, by giving to the Company Corporation not less than 60 days’ days prior notice in writing or such shorter prior notice as the Company Corporation may accept as sufficient. The holders Receiptholders by extraordinary resolution Extraordinary Resolution shall have power at any time to remove the person then appointed as “existing Subscription Receipt Agent” hereunder (the “Existing Agent” or once removed or resigned, the “Predecessor Agent”) Agent and to appoint a new person Subscription Receipt Agent. The Corporation and the Investors together may remove the existing Subscription Receipt Agent in the event that there are any changes, events or occurrences in respect of the Subscription Receipt Agent after the date hereof which the Corporation determines, acting reasonably, individually or in the aggregate, have a material adverse effect on the creditworthiness of the Subscription Receipt Agent or on the ability of the Subscription Receipt Agent to carry out its stead (the “Successor Agent”)obligations under this Agreement. In the event of the Existing Subscription Receipt Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company Investors shall forthwith appoint a Successor Agent new subscription receipt agent unless a Successor Agent new subscription receipt agent has already been appointed by the holdersReceiptholders; failing such appointment by the CompanyInvestors, the Existing retiring Subscription Receipt Agent or any Subscription Receiptholder may apply to a justice of the Supreme Superior Court of Ontario Justice (the “Court”Ontario) on such notice as such justice may direct, for the appointment of a Successor Agentnew subscription receipt agent; but any Successor Agent new subscription receipt agent so appointed by the Company, Investors or by the Superior Court of Justice (Ontario) shall be subject to removal as aforesaid by the holdersReceiptholders. Any Successor Agent new subscription receipt agent appointed under any provision of this Section 10.8 9.7 shall be a corporation authorized to carry on the business of a trust company in the Province of Ontario and, if required by the Applicable Legislation applicable legislation for any other provinces, in such other provinces. On any such appointment appointment, the Successor Agent new subscription receipt agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Subscription Receipt Agent hereunder. At the “request of the Corporation or the new Subscription Receipt Agent” hereunder, the retiring Subscription Receipt Agent, upon payment of the amounts, if any, due to it pursuant to Section 5.3, shall duly assign, transfer and deliver to the new Subscription Receipt Agent all property and money held and all records kept by the retiring Subscription Receipt Agent hereunder or in connection herewith. (b) Upon the appointment of a Successor Agentsuccessor subscription receipt agent, the Company Corporation shall promptly notify the holders Receiptholders thereof in the manner provided for in Section 11.2 hereofArticle 10. (c) Any corporation into or with which the Subscription Receipt Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Subscription Receipt Agent shall be a party, or any corporation succeeding to the corporate trust business of the Subscription Receipt Agent shall be the successor to the Subscription Receipt Agent hereunder without any further act on its part or any of the parties heretoParties, provided that such corporation would be eligible for appointment as a Successor Agent successor subscription receipt agent under Subsection 10.8(aSection 9.7(a). (d) Any Subscription Receipt Certificates certified Authenticated but not delivered by a Predecessor Agent predecessor subscription receipt agent may be certified delivered by the Successor Agent successor subscription receipt agent in the name of the Predecessor Agent predecessor or Successor Agentsuccessor subscription receipt agent.

Replacement of Subscription Receipt Agent; Successor by Merger. (a) The Subscription Receipt Agent may resign from its duties appointment and be discharged from all further other duties and liabilities hereunder, subject to this Section 10.811.7, by giving to the Company Corporation not less than 60 days’ 30 days prior notice in writing or such shorter prior notice as the Company Corporation may accept as sufficient. The holders Receiptholders by extraordinary resolution Special Resolution shall have power at any time to remove the person then appointed as “existing Subscription Receipt Agent” hereunder (the “Existing Agent” or once removed or resigned, the “Predecessor Agent”) Agent and to appoint a new person in its stead Subscription Receipt Agent. (the “Successor Agent”). b) In the event of the Existing Subscription Receipt Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company Corporation and Canaccord Genuity shall forthwith appoint a Successor new Subscription Receipt Agent unless a Successor new Subscription Receipt Agent has already been appointed by the holdersReceiptholders; failing such appointment by Canaccord Genuity and the CompanyCorporation, the Existing retiring Subscription Receipt Agent (at the expense of the Corporation) or any Subscription Receiptholder may apply to a justice of the Supreme Superior Court of Ontario (the “Court”) Québec on such notice as such justice may direct, for the appointment of a Successor new Subscription Receipt Agent; but any Successor new Subscription Receipt Agent so appointed by Canaccord Genuity and the Company, Corporation or by the Superior Court of Québec shall be subject to removal as aforesaid by the holders. Receiptholders. (c) Any Successor successor Subscription Receipt Agent appointed under any provision of this Section 10.8 11.7 shall be a corporation authorized to carry on the business of a trust company in the Province of Ontario Québec and, if required by the Applicable Legislation applicable legislation for any other provinces, in such other provinces. On any such appointment the Successor successor Subscription Receipt Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Subscription Receipt Agent hereunder. At the “request of the Corporation or the successor Subscription Receipt Agent” hereunder, the retiring Subscription Receipt Agent, upon payment of the amounts, if any, due to it pursuant to Section 7.3, shall duly assign, transfer and deliver to the new Subscription Receipt Agent all property and money held and all records kept by the retiring Subscription Receipt Agent hereunder or in connection herewith. (bd) Upon the appointment of a Successor successor Subscription Receipt Agent, the Company Corporation shall promptly notify the holders Receiptholders thereof in the manner provided for in Section 11.2 Article 12 hereof. (ce) Any corporation into or with which the Subscription Receipt Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Subscription Receipt Agent shall be a party, or any corporation succeeding to the corporate trust business of the Subscription Receipt Agent shall be the successor to the Subscription Receipt Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as a Successor successor Subscription Receipt Agent under Subsection 10.8(a11.7(a). (df) Any Subscription Receipt Certificates Certificate certified but not delivered by a Predecessor predecessor Subscription Receipt Agent may be certified delivered by the Successor successor Subscription Receipt Agent in the name of the Predecessor Agent predecessor or Successor successor Subscription Receipt Agent.

Replacement of Subscription Receipt Agent; Successor by Merger. (a) The Subscription Receipt Agent may resign from its duties and be discharged from all further duties and liabilities hereunder, subject to this Section 10.89.8, by giving to the Company Corporation not less than 60 days’ prior notice in writing or such shorter prior notice as the Company Corporation may accept as sufficient. The holders Subscription Receiptholders by extraordinary resolution shall have power at any time to remove the person then appointed as “existing Subscription Receipt Agent” hereunder (the “Existing Agent” or once removed or resigned, the “Predecessor Agent”) Agent and to appoint a new person in its stead (the “Successor Agent”)subscription receipt agent. In the event of the Existing Subscription Receipt Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company Corporation shall forthwith appoint a Successor Agent new subscription receipt agent unless a Successor Agent new subscription receipt agent has already been appointed by the holdersSubscription Receiptholders; failing such appointment by the CompanyCorporation, the Existing Agent retiring subscription receipt agent or any Subscription Receiptholder may apply to a justice court of the Supreme Court Province of Ontario (the “Court”) British Columbia on such notice as such justice Judge may direct, for the appointment of a Successor Agentnew subscription receipt agent; but any Successor Agent new subscription receipt agent so appointed by the Company, Corporation or by the Court Judge shall be subject to removal as aforesaid by the holdersSubscription Receiptholders. Any Successor Agent new subscription receipt agent appointed under any provision of this Section 10.8 9.8 shall be a corporation authorized to carry on the business of a trust company in one or more of the Province of Ontario Designated Provinces and, if required by the Applicable Legislation for any other provinces, in such other provinces. On any such appointment the Successor Agent new subscription receipt agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as the “Subscription Receipt Agent” subscription receipt agent hereunder. (b) Upon the appointment of a Successor Agentsuccessor subscription receipt agent, the Company Corporation shall promptly notify the holders Subscription Receiptholder thereof in the manner provided for in Section 11.2 hereof10.2. (c) Any corporation into or with which the Subscription Receipt Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Subscription Receipt Agent shall be a party, or any corporation succeeding to the trust business of the Subscription Receipt Agent shall be the successor to the Subscription Receipt Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as a Successor successor Subscription Receipt Agent under Subsection 10.8(aSection 9.8(a). On any such appointment, the new subscription receipt agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Subscription Receipt Agent without any further assurance, conveyance, act or deed, but there will be immediately executed, at the expense of the Corporation, all such conveyances or other instruments as, in the opinion of Counsel, are necessary or advisable for the purpose of assuring the transfer of such powers, rights, duties and responsibilities to the new subscription receipt agent including, without limitation, an appropriate instrument executed by the new subscription receipt agent accepting such appointment and, at the request of the Corporation, the predecessor Subscription Receipt Agent shall, upon payment of its outstanding remuneration and expenses, execute and deliver to the new subscription receipt agent an appropriate instrument transferring to such new subscription receipt agent all rights and powers of the Subscription Receipt Agent hereunder, and shall duly assign, transfer and deliver to the new subscription receipt agent all securities, property and all records kept by the predecessor Subscription Receipt Agent hereunder or in connection therewith. Any new subscription receipt agent so appointed by the Corporation or by the Court will be subject to removal as aforesaid by the Subscription Receiptholders and by the Corporation. (d) Any Subscription Receipt Certificates certified Receipts Authenticated but not delivered by a Predecessor Agent predecessor subscription receipt agent may be certified Authenticated by the Successor Agent successor subscription receipt agent in the name of the Predecessor Agent predecessor or Successor Agentsuccessor subscription receipt agent.

Replacement of Subscription Receipt Agent; Successor by Merger. (a) The Subscription Receipt Agent may resign from its duties appointment and be discharged from all further other duties and liabilities hereunder, subject to this Section 10.89.7, by giving to the Company Corporation not less than 60 days’ days prior notice in writing or such shorter prior notice as the Company Corporation may accept as sufficient. The holders Receiptholders by extraordinary resolution Extraordinary Resolution shall have power at any time to remove the person then appointed as “existing Subscription Receipt Agent” hereunder (the “Existing Agent” or once removed or resigned, the “Predecessor Agent”) Agent and to appoint a new person Subscription Receipt Agent. The Corporation and the Lead Underwriters together may remove the existing Subscription Receipt Agent in the event that there are any changes, events or occurrences in respect of the Subscription Receipt Agent after the date hereof which the Corporation determines, acting reasonably, individually or in the aggregate, have a material adverse effect on the creditworthiness of the Subscription Receipt Agent or on the ability of the Subscription Receipt Agent to carry out its stead (the “Successor Agent”)obligations under this Agreement. In the event of the Existing Subscription Receipt Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company Lead Underwriters, on behalf of the Underwriters, shall forthwith appoint a Successor Agent new subscription receipt agent unless a Successor Agent new subscription receipt agent has already been appointed by the holdersReceiptholders; failing such appointment by the CompanyLead Underwriters, on behalf of the Underwriters, the Existing retiring Subscription Receipt Agent or any Subscription Receiptholder may apply to a justice of the Supreme Court of Ontario Queen’s Bench (the “Court”Alberta) on such notice as such justice may direct, for the appointment of a Successor Agentnew subscription receipt agent; but any Successor Agent new subscription receipt agent so appointed by the CompanyLead Underwriters, on behalf of the Underwriters, or by the Court shall be subject to removal as aforesaid by the holdersReceiptholders. Any Successor Agent new subscription receipt agent appointed under any provision of this Section 10.8 9.7 shall be a corporation authorized to carry on the business of a trust company in the Province Provinces of Alberta and Ontario and, if required by the Applicable Legislation applicable legislation for any other provinces, in such other provinces. On any such appointment appointment, the Successor Agent new subscription receipt agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Subscription Receipt Agent hereunder. At the “request of the Corporation or the new Subscription Receipt Agent” hereunder, the retiring Subscription Receipt Agent, upon payment of the amounts, if any, due to it pursuant to Section 5.3, shall duly assign, transfer and deliver to the new Subscription Receipt Agent all property and money held and all records kept by the retiring Subscription Receipt Agent hereunder or in connection herewith. (b) Upon the appointment of a Successor Agentsuccessor subscription receipt agent, the Company Corporation shall promptly notify the holders Receiptholders thereof in the manner provided for in Section 11.2 hereofArticle 10. (c) Any corporation into or with which the Subscription Receipt Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Subscription Receipt Agent shall be a party, or any corporation succeeding to the corporate trust business of the Subscription Receipt Agent shall be the successor to the Subscription Receipt Agent hereunder without any further act on its part or any of the parties heretoParties, provided that such corporation would be eligible for appointment as a Successor Agent successor subscription receipt agent under Subsection 10.8(aSection 9.7(a). (d) Any Subscription Receipt Certificates certified but not delivered by a Predecessor Agent predecessor subscription receipt agent may be certified delivered by the Successor Agent successor subscription receipt agent in the name of the Predecessor Agent predecessor or Successor Agentsuccessor subscription receipt agent.

Replacement of Subscription Receipt Agent; Successor by Merger. (a) The Subscription Receipt Agent may resign from its duties appointment and be discharged from all further other duties and liabilities hereunder, subject to this Section 10.89.7, by giving to the Company Zarlink not less than 60 sixty (60) days’ ' prior notice in writing or such shorter prior notice as the Company Zarlink may accept as sufficient. The holders Receiptholders by extraordinary special resolution shall have power at any time to remove the person then appointed as “existing Subscription Receipt Agent” hereunder (the “Existing Agent” or once removed or resigned, the “Predecessor Agent”) Agent and to appoint a new person in its stead (the “Successor Agent”)subscription receipt agent. In the event of the Existing Subscription Receipt Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company Lead Underwriter, on behalf of the Underwriters, shall forthwith appoint a Successor Agent new subscription receipt agent unless a Successor Agent new subscription receipt agent has already been appointed by the holdersReceiptholders; failing such appointment by the CompanyLead Underwriter, on behalf of the Underwriters, the Existing retiring Subscription Receipt Agent (at the expense of Zarlink) or any Subscription Receiptholder may apply to a justice of the Supreme Ontario Superior Court of Ontario (the “Court”) Justice on such notice as such justice court may direct, for the appointment of a Successor Agentnew subscription receipt agent; but any Successor Agent new subscription receipt agent so appointed by the CompanyLead Underwriter, on behalf of the Underwriters, or by the Court shall be subject to removal as aforesaid by the holdersReceiptholders. Any Successor Agent new subscription receipt agent appointed under any provision of this Section 10.8 9.7 shall be a corporation authorized to carry on the business of a trust company in the Province of Ontario and, if required by the Applicable Legislation applicable legislation for any other provinces, in such other provinces. On any such appointment the Successor Agent new subscription receipt agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Subscription Receipt Agent hereunder. At the “request of Zarlink or the new subscription receipt agent, the retiring Subscription Receipt Agent” hereunder, upon payment of the amounts, if any, due to it pursuant to Section 5.3, shall duly assign, transfer and deliver to the new subscription receipt agent all property and money held and all records kept by the retiring Subscription Receipt Agent hereunder or in connection herewith. (b) Upon the appointment of a Successor Agentsuccessor subscription receipt agent, the Company Zarlink shall promptly notify the holders Receiptholders thereof in the manner provided for in Section 11.2 Article 10 hereof. (c) Any corporation into or with which the Subscription Receipt Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Subscription Receipt Agent shall be a party, or any corporation succeeding to the corporate trust business of the Subscription Receipt Agent shall be the successor to the Subscription Receipt Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as a Successor Agent successor subscription receipt agent under Subsection 10.8(aSection 9.7(a). (d) Any Subscription Receipt Certificates Certificate certified but not delivered by a Predecessor predecessor Subscription Receipt Agent may be certified delivered by the Successor Agent successor subscription receipt agent in the name of the Predecessor Agent predecessor or Successor successor Subscription Receipt Agent.

Replacement of Subscription Receipt Agent; Successor by Merger. (a) The Subscription Receipt Agent may resign from its duties trust and be discharged from all further duties and liabilities hereunder, subject to this Section 10.8, by giving to the Agent and the Company not less than 60 days’ prior notice in writing or such shorter prior notice as the Agent and the Company may accept as sufficient. The holders Subscription Receiptholders by extraordinary resolution shall have power at any time to remove the person then appointed as “existing Subscription Receipt Agent” hereunder (the “Existing Agent” or once removed or resigned, the “Predecessor Agent”) Agent and to appoint a new person in its stead (the “Successor Subscription Receipt Agent”). In the event of the Existing Subscription Receipt Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company and the Agent shall forthwith appoint a Successor Agent new trustee unless a Successor Agent new trustee has already been appointed by the holdersSubscription Receiptholders; failing such appointment by the Agent and the Company, the Existing retiring Subscription Receipt Agent or any Subscription Receiptholder may apply to a justice of the Supreme Court of Ontario British Columbia (the “Court”) on such notice as such justice may direct, for the appointment of a Successor Agentnew trustee; but any Successor Agent new trustee so appointed by the Company, Agent and the Company or by the Court shall be subject to removal as aforesaid by the holdersSubscription Receiptholders. Any Successor Agent new trustee appointed under any provision of this Section 10.8 shall be a corporation authorized to carry on the business of a trust company in the Province of Ontario Designated Provinces and, if required by the Applicable Legislation for any other provinces, in such other provinces. On any such appointment the Successor Agent new trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as the “Subscription Receipt Agent” Agent hereunder. (b) Upon the appointment of a Successor Agentsuccessor trustee, the Company shall promptly notify the holders Subscription Receiptholders thereof in the manner provided for in Section 11.2 hereof. (c) Any corporation into or with which the Subscription Receipt Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Subscription Receipt Agent shall be a party, or any corporation succeeding to the trust business of the Subscription Receipt Agent shall be the successor to the Subscription Receipt Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as a Successor Agent successor trustee under Subsection 10.8(a)subsection . (d) Any Subscription Receipt Certificates certified Certified but not delivered by a Predecessor Agent predecessor trustee may be certified Certified by the Successor Agent successor trustee in the name of the Predecessor Agent predecessor or Successor Agentsuccessor trustee.

Replacement of Subscription Receipt Agent; Successor by Merger. (a) The Subscription Receipt Agent may resign from its duties trust and be discharged from all further duties and liabilities hereunder, subject to this Section 10.8, by giving to the Company Corporation not less than 60 90 days’ prior notice in writing or such shorter prior notice as the Company Corporation may accept as sufficient. The holders Subscription Receiptholders by extraordinary resolution and with the consent of the Corporation shall have power at any time pursuant to Section 8.10(h) to remove the person then appointed as “existing Subscription Receipt Agent” hereunder (the “Existing Agent” or once removed or resigned, the “Predecessor Agent”) Agent and to appoint a new person in its stead (the “Successor Subscription Receipt Agent”). In the event of the Existing Subscription Receipt Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company Corporation shall forthwith appoint a Successor Agent new trustee unless a Successor Agent new trustee has already been appointed by the holdersSubscription Receiptholders; failing such appointment by the CompanyCorporation, the Existing retiring Subscription Receipt Agent at the Corporation’s expense or any Subscription Receiptholder may apply to a justice of the Supreme Ontario Superior Court of Ontario Justice (the “Court”) on such notice as such justice may direct, for the appointment of a Successor Agentnew trustee; but any Successor Agent new trustee so appointed by the Company, Corporation or by the Court shall be subject to removal as aforesaid by the holders. Subscription Receiptholders. (b) Any Successor Agent new trustee appointed under any provision of this Section 10.8 shall be a corporation authorized to carry on the business of a trust company in the Province of Ontario and, if required by the Applicable Legislation for any other provinces, in such other provincesDesignated Provinces. On any such appointment the Successor Agent new trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Subscription Receipt Agent hereunder. At the “request of the Corporation or the trustee, the retiring Subscription Receipt Agent” hereunder, upon payment of the amounts, if any, due to it pursuant to this Agreement, shall duly assign, transfer and deliver to the new Subscription Receipt Agent all property and money held and all records kept by the retiring Subscription Receipt Agent hereunder or in connection herewith. (bc) Upon the appointment of a Successor Agentsuccessor trustee, the Company Corporation shall promptly notify the holders Subscription Receiptholders thereof in the manner provided for in Section 11.2 hereof. (cd) Any corporation into or with which the Subscription Receipt Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Subscription Receipt Agent shall be a party, or any corporation succeeding to the corporate trust business of the Subscription Receipt Agent shall be the successor to the Subscription Receipt Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as a Successor Agent successor trustee under Subsection subsection 10.8(a). (de) Any Subscription Receipt Certificates certified but not delivered by a Predecessor Agent predecessor trustee may be certified by the Successor Agent successor trustee in the name of the Predecessor Agent predecessor or Successor Agentsuccessor trustee.

Replacement of Subscription Receipt Agent; Successor by Merger. (a) The Subscription Receipt Agent may resign from its duties appointment and be discharged from all further other duties and liabilities hereunder, subject to this Section 10.89.7, by giving to the Company Corporation and Lead Underwriter not less than 60 days’ thirty (30) days prior notice in writing or such shorter prior notice as the Company Corporation may accept as sufficient. The holders Receiptholders by extraordinary resolution Extraordinary Resolution shall have power at any time to remove the person then appointed as “existing Subscription Receipt Agent” hereunder (the “Existing Agent” or once removed or resigned, the “Predecessor Agent”) Agent and to appoint a new person in its stead (the “Successor Subscription Receipt Agent”). In the event of the Existing Subscription Receipt Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company Lead Underwriter, on behalf of the Underwriters, shall forthwith appoint a Successor new Subscription Receipt Agent unless a Successor new Subscription Receipt Agent has already been appointed by the holdersReceiptholders; failing such appointment by the CompanyLead Underwriter, on behalf of the Underwriters, the Existing retiring Subscription Receipt Agent or any Subscription Receiptholder may apply to a justice of the Supreme Court of Ontario Queen's Bench (the “Court”Alberta) on such notice as such justice may direct, for the appointment of a Successor new Subscription Receipt Agent; but any Successor new Subscription Receipt Agent so appointed by the CompanyLead Underwriter, on behalf of the Underwriters, or by the Court shall be subject to removal as aforesaid by the holdersReceiptholders. Any Successor new Subscription Receipt Agent appointed under any provision of this Section 10.8 9.7 shall be a corporation authorized to carry on the business of a trust company in the Province Provinces of Alberta and Ontario and, if required by the Applicable Legislation applicable legislation for any other provinces, in such other provinces. On any such appointment the Successor new Subscription Receipt Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Subscription Receipt Agent hereunder. At the “request of the Corporation or the new Subscription Receipt Agent” hereunder, the retiring Subscription Receipt Agent, upon payment of the amounts, if any, due to it pursuant to Section 5.3, shall duly assign, transfer and deliver to the new Subscription Receipt Agent all property and money held and all records kept by the retiring Subscription Receipt Agent hereunder or in connection herewith. (b) Upon the appointment of a Successor successor Subscription Receipt Agent, the Company Corporation shall promptly notify the holders Receiptholders thereof in the manner provided for in Section 11.2 hereofArticle 10. (c) Any corporation into or with which the Subscription Receipt Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Subscription Receipt Agent shall be a party, or any corporation succeeding to the corporate trust business of the Subscription Receipt Agent shall be the successor to the Subscription Receipt Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as a Successor successor Subscription Receipt Agent under Subsection 10.8(a9.7(a). (d) Any Subscription Receipt Certificates certified but not delivered by a Predecessor predecessor Subscription Receipt Agent may be certified delivered by the Successor successor Subscription Receipt Agent in the name of the Predecessor Agent predecessor or Successor successor Subscription Receipt Agent.

Replacement of Subscription Receipt Agent; Successor by Merger. (a) The Subscription Receipt Agent may resign from its duties appointment and be discharged from all further other duties and liabilities hereunder, subject to this Section 10.89.7, by giving to the Company Trust not less than 60 days’ thirty (30) days prior notice in writing or such shorter prior notice as the Company Trust may accept as sufficient. The holders Receiptholders by extraordinary resolution shall have power at any time to remove the person then appointed as “existing Subscription Receipt Agent” hereunder (the “Existing Agent” or once removed or resigned, the “Predecessor Agent”) Agent and to appoint a new person in its stead (the “Successor Agent”)subscription receipt agent. In the event of the Existing Subscription Receipt Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company Lead Underwriter, on behalf of the Underwriters, shall forthwith appoint a Successor Agent new subscription receipt agent unless a Successor Agent new subscription receipt agent has already been appointed by the holdersReceiptholders; failing such appointment by the CompanyLead Underwriter, on behalf of the Underwriters, the Existing retiring Subscription Receipt Agent or any Subscription Receiptholder may apply to a justice of the Supreme Court of Ontario Queen's Bench (the “Court”Alberta) on such notice as such justice may direct, for the appointment of a Successor Agentnew subscription receipt agent; but any Successor Agent new subscription receipt agent so appointed by the CompanyLead Underwriter, on behalf of the Underwriters, or by the Court shall be subject to removal as aforesaid by the holdersReceiptholders. Any Successor Agent new subscription receipt agent appointed under any provision of this Section 10.8 9.7 shall be a corporation authorized to carry on the business of a trust company in the Province Provinces of Alberta and Ontario and, if required by the Applicable Legislation applicable legislation for any other provinces, in such other provinces. On any such appointment the Successor Agent new subscription receipt agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as the “Subscription Receipt Agent” hereunder. (b) Upon the appointment of a Successor Agent, the Company shall promptly notify the holders thereof in the manner provided for in Section 11.2 hereof. (c) Any corporation into or with which the Subscription Receipt Agent may be merged hereunder. At the request of the Trust or consolidated or amalgamatedthe new subscription receipt agent, or any corporation resulting therefrom the retiring subscription receipt agent, upon payment of the amounts, if any, due to which the Subscription Receipt Agent it pursuant to Section 5.3, shall be a partyduly assign, or any corporation succeeding transfer and deliver to the trust business of the Subscription Receipt Agent shall be the successor to the Subscription Receipt Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as a Successor Agent under Subsection 10.8(a). (d) Any Subscription Receipt Certificates certified but not delivered by a Predecessor Agent may be certified new subscription receipt agent all property and money held and all records kept by the Successor Agent retiring subscription receipt agent hereunder or in the name of the Predecessor Agent or Successor Agentconnection herewith.

Replacement of Subscription Receipt Agent; Successor by Merger. (a) The Subscription Receipt Agent may resign from its duties appointment and be discharged from all further other duties and liabilities hereunder, subject to this Section 10.89.5, by giving to the Company not less than 60 days’ 30 days prior notice in writing or such shorter prior notice as the Company may accept as sufficient. The holders Receiptholders by extraordinary special resolution shall have power at any time to remove the person then appointed as “existing Subscription Receipt Agent” hereunder (the “Existing Agent” or once removed or resigned, the “Predecessor Agent”) Agent and to appoint a new person in its stead (the “Successor Agent”)subscription receipt agent. In the event of the Existing Subscription Receipt Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company Agents shall forthwith appoint a Successor Agent new subscription receipt agent unless a Successor Agent new subscription receipt agent has already been appointed by the holders; failing such appointment by the Company, the Existing Agent or any Subscription Receiptholder may apply to a justice of the Supreme Court of Ontario (the “Court”) on such notice as such justice may direct, for the appointment of a Successor AgentReceiptholders; but any Successor Agent new subscription receipt agent so appointed by the Company, Agents or by the Court shall be subject to removal as aforesaid by the holdersReceiptholders. Any Successor Agent new subscription receipt agent appointed under any provision of this Section 10.8 9.5 shall be a corporation authorized to carry on the business of a trust company in the Province of Ontario British Columbia and, if required by the Applicable Legislation applicable legislation for any other provinces, in such other provinces. On any such appointment the Successor Agent new subscription receipt agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as the “Subscription Receipt Agent” Agent hereunder. At the request of the Company or the new subscription receipt agent, the retiring Subscription Receipt Agent shall duly assign, transfer and deliver to the new subscription receipt agent all property and money held and all records kept by the retiring Subscription Receipt Agent hereunder or in connection herewith. (b) Upon the appointment of a Successor Agentsuccessor subscription receipt agent, the Company shall promptly notify the holders Receiptholders thereof in the manner provided for in Section 11.2 Article 10 hereof. (c) Any corporation into or with which the Subscription Receipt Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Subscription Receipt Agent shall be a party, or any corporation succeeding to the corporate trust business of the Subscription Receipt Agent shall be the successor to the Subscription Receipt Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as a Successor Agent successor subscription receipt agent under Subsection 10.8(aSection 9.5(a). (d) Any Subscription Receipt Certificates Certificate certified but not delivered by a Predecessor predecessor Subscription Receipt Agent may be certified delivered by the Successor Agent successor subscription receipt agent in the name of the Predecessor Agent predecessor or Successor successor Subscription Receipt Agent.

Replacement of Subscription Receipt Agent; Successor by Merger. (a) The Subscription Receipt Agent may resign from its duties appointment and be discharged from all further other duties and liabilities hereunder, subject to this Section 10.811.7, by giving to the Company Corporation not less than 60 days’ 30 days prior notice in writing or such shorter prior notice as the Company Corporation may accept as sufficient. The holders Receiptholders by extraordinary special resolution shall have power at any time to remove the person then appointed as “existing Subscription Receipt Agent” hereunder (the “Existing Agent” or once removed or resigned, the “Predecessor Agent”) Agent and to appoint a new person in its stead (the “Successor Subscription Receipt Agent”). In the event of the Existing Subscription Receipt Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company Agent shall forthwith forthwith, with the Corporation's prior consent, not to be unreasonably withheld, appoint a Successor new Subscription Receipt Agent unless a Successor new Subscription Receipt Agent has already been appointed by the holdersReceiptholders; failing such appointment by the CompanyAgent and the Corporation, the Existing retiring Subscription Receipt Agent (at the expense of the Corporation) or any Subscription Receiptholder may apply to a justice of the Supreme Court courts of Ontario (the “Court”) on such notice as such justice may direct, for the appointment of a Successor new Subscription Receipt Agent; but any Successor new Subscription Receipt Agent so appointed by the Company, Agent and the Corporation or by the Court courts of Ontario shall be subject to removal as aforesaid by the holdersReceiptholders. Any Successor new Subscription Receipt Agent appointed under any provision of this Section 10.8 11.7 shall be a corporation authorized to carry on the business of a trust company in the Province of Ontario and, if required by the Applicable Legislation applicable legislation for any other provinces, in such other provinces. On any such appointment the Successor new Subscription Receipt Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Subscription Receipt Agent hereunder. At the “request of the Corporation or the new Subscription Receipt Agent” hereunder, the retiring Subscription Receipt Agent, upon payment of the amounts, if any, due to it pursuant to Section 7.2, shall duly assign, transfer and deliver to the new Subscription Receipt Agent all property and money held and all records kept by the retiring Subscription Receipt Agent hereunder or in connection herewith. (b) Upon the appointment of a Successor successor Subscription Receipt Agent, the Company Corporation shall promptly notify the holders Receiptholders thereof in the manner provided for in Section 11.2 Article 12 hereof. (c) Any corporation into or with which the Subscription Receipt Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Subscription Receipt Agent shall be a party, or any corporation succeeding to the corporate trust business of the Subscription Receipt Agent shall be the successor to the Subscription Receipt Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as a Successor successor Subscription Receipt Agent under Subsection 10.8(a11.7(a). (d) Any Subscription Receipt Certificates Certificate certified but not delivered by a Predecessor predecessor Subscription Receipt Agent may be certified delivered by the Successor successor Subscription Receipt Agent in the name of the Predecessor Agent predecessor or Successor successor Subscription Receipt Agent.

Replacement of Subscription Receipt Agent; Successor by Merger. (a1) The Subscription Receipt Agent may resign from its duties appointment and be discharged from all further other duties and liabilities hereunder, subject to this Section 10.810.7, by giving to the Company Corporation not less than 60 days’ thirty (30) days prior notice in writing or such shorter prior notice as the Company Corporation may accept as sufficient. The holders Receiptholders by extraordinary special resolution shall have the power at any time to remove the person then appointed as “existing Subscription Receipt Agent” hereunder (the “Existing Agent” or once removed or resigned, the “Predecessor Agent”) Agent and to appoint a new person in its stead (the “Successor Agent”)subscription receipt agent. In the event of the Existing Subscription Receipt Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company Joint Bookrunners, on behalf of the Underwriters, shall forthwith appoint a Successor Agent new subscription receipt agent acceptable to the Corporation, acting reasonably, unless a Successor Agent new subscription receipt agent has already been appointed by the holdersReceiptholders; failing such appointment by the CompanyJoint Bookrunners, on behalf of the Underwriters, the Existing retiring Subscription Receipt Agent or any Subscription Receiptholder may apply to a justice of the Supreme Québec Superior Court of Ontario (the “Court”) Justice on such notice as such justice court may direct, for the appointment of a Successor Agentnew subscription receipt agent; but any Successor Agent new subscription receipt agent so appointed by the CompanyJoint Bookrunners, on behalf of the Underwriters, or by the Court shall be subject to removal as aforesaid by the holdersReceiptholders. Any Successor Agent new subscription receipt agent appointed under any provision of this Section 10.8 10.7 shall be a corporation authorized to carry on the business of a trust company in the Province of Ontario Québec and, if required by the Applicable Legislation applicable legislation for any other provinces, in such other provinces. On any such appointment the Successor Agent new subscription receipt agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as subscription receipt agent hereunder. At the “request of the Corporation or the new subscription receipt agent, the retiring Subscription Receipt Agent” hereunder, upon payment of the amounts, if any, due to it pursuant to Section 6.3, shall duly assign, transfer and deliver to the new subscription receipt agent all property and money held and all records kept by the retiring Subscription Receipt Agent hereunder or in connection herewith. (b2) Upon the appointment of a Successor Agentsuccessor subscription receipt agent, the Company Corporation shall promptly notify the holders Receiptholders thereof in the manner provided for in Section 11.2 Article 11 hereof. (c3) Any corporation into or with which the Subscription Receipt Agent may be merged is amalgamated or with which it is consolidated or amalgamated, to which all or substantially all of its corporate trust business is sold or is otherwise transferred or any corporation resulting therefrom from any consolidation or amalgamation to which the Subscription Receipt Agent is a party shall be a party, or any corporation succeeding to the trust business of the Subscription Receipt Agent shall be become the successor to subscription receipt agent under this Agreement, without the Subscription Receipt Agent hereunder without execution of any document or further act on its part or any of the parties hereto, act; provided that such corporation would be eligible for appointment as a Successor Agent successor subscription receipt agent under Subsection 10.8(aSection 10.7(1). (d4) Any Subscription Receipt Certificates Certificate certified but not delivered by a Predecessor Agent predecessor subscription receipt agent may be certified delivered by the Successor Agent successor subscription receipt agent in the name of the Predecessor Agent predecessor or Successor Agentsuccessor subscription receipt agent.

Replacement of Subscription Receipt Agent; Successor by Merger. (a) The Subscription Receipt Agent may resign from its duties appointment and be discharged from all further other duties and liabilities hereunder, subject to this Section 10.810.7, by giving to the Company Trust not less than 60 days’ 30 days prior notice in writing or such shorter prior notice as the Company Trust may accept as sufficient. The holders Receiptholders by extraordinary special resolution shall have power at any time to remove the person then appointed as “existing Subscription Receipt Agent” hereunder (the “Existing Agent” or once removed or resigned, the “Predecessor Agent”) Agent and to appoint a new person subscription receipt agent. (b) Subject to Section 8.10(h), in its stead (the “Successor Agent”). In the event of the Existing Subscription Receipt Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company Lead Underwriter, on behalf of the Underwriters, shall forthwith appoint a Successor Agent new subscription receipt agent unless a Successor Agent new subscription receipt agent has already been appointed by the holdersReceiptholders; failing such appointment by the CompanyLead Underwriter, on behalf of the Underwriters, the Existing retiring Subscription Receipt Agent (at the expense of the Trust) or any Subscription Receiptholder may apply to a justice of the Supreme Ontario Superior Court of Ontario (the “Court”) Justice on such notice as such justice court may direct, for the appointment of a Successor Agentnew subscription receipt agent; but any Successor Agent new subscription receipt agent so appointed by the CompanyLead Underwriter, on behalf of the Underwriters, or by the Court shall be subject to removal as aforesaid by the holders. Receiptholders. (c) Any Successor Agent new subscription receipt agent appointed under any provision of this Section 10.8 10 7 shall be a corporation authorized to carry on the business of a trust company in the Province of Ontario and, if required by the Applicable Legislation applicable legislation for any other provinces, in such other provinces. On any such appointment the Successor Agent new subscription receipt agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as subscription receipt agent hereunder. At the “request of the Trust or the new subscription receipt agent, the retiring Subscription Receipt Agent” hereunder, upon payment of the amounts, if any, due to it pursuant to Section 6.3, shall duly assign, transfer and deliver to the new subscription receipt agent all property and money held and all records kept by the retiring Subscription Receipt Agent hereunder or in connection herewith. (bd) Upon the appointment of a Successor Agentsuccessor subscription receipt agent, the Company Trust shall promptly notify the holders Receiptholders thereof in the manner provided for in Section 11.2 Article 11 hereof. (ce) Any corporation into or with which the Subscription Receipt Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Subscription Receipt Agent shall be a party, or any corporation succeeding to the trust subscription receipt and transfer agency business of the Subscription Receipt Agent shall be the successor to the Subscription Receipt Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as a Successor Agent successor subscription receipt agent under Subsection 10.8(aSection 10.7(a). (df) Any Subscription Receipt Certificates Certificate certified but not delivered by a Predecessor Agent predecessor subscription receipt agent may be certified delivered by the Successor Agent successor subscription receipt agent in the name of the Predecessor Agent predecessor or Successor Agentsuccessor subscription receipt agent.

Replacement of Subscription Receipt Agent; Successor by Merger. (a) The Subscription Receipt Agent may resign from its duties appointment and be discharged from all further other duties and liabilities hereunder, subject to this Section 10.89.8, by giving to the Company Corporation not less than 60 30 days’ prior notice in writing or such shorter prior notice as the Company Corporation may accept as sufficient. The holders Receiptholders by extraordinary resolution Extraordinary Resolution shall have power at any time to remove the person then appointed as “existing Subscription Receipt Agent” hereunder (the “Existing Agent” or once removed or resigned, the “Predecessor Agent”) Agent and to appoint a new person in its stead (the “Successor Agent”)subscription receipt agent. In the event of the Existing Subscription Receipt Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company Corporation shall forthwith appoint a Successor Agent new subscription receipt agent unless a Successor Agent new subscription receipt agent has already been appointed by the holdersReceiptholders; failing such appointment by the CompanyCorporation, the Existing retiring Subscription Receipt Agent or any Subscription Receiptholder may apply to a justice of the Supreme Court of Ontario Queen’s Bench (the “Court”Alberta) on such notice as such justice may direct, for the appointment of a Successor Agentnew subscription receipt agent; but any Successor Agent new subscription receipt agent so appointed by the Company, Corporation or by the Court shall be subject to removal as aforesaid by the holdersReceiptholders. Any Successor Agent new subscription receipt agent appointed under any provision of this Section 10.8 9.8 shall be a corporation authorized to carry on the business of a trust company in the Province provinces of Alberta and Ontario and, if required by the Applicable Legislation for applicable legislation of any other provincesprovinces of Canada, in such other provinces. On any such appointment appointment, the Successor Agent new subscription receipt agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Subscription Receipt Agent hereunder. At the “request of the Corporation or the new subscription receipt agent, the retiring Subscription Receipt Agent” hereunder, upon payment of the amounts, if any, due to it pursuant to Section 5.3, shall duly assign, transfer and deliver to the new subscription receipt agent all property and money held and all records kept by the retiring Subscription Receipt Agent hereunder or in connection herewith. (b) Upon the appointment of a Successor Agentsuccessor subscription receipt agent, the Company Corporation shall promptly notify the holders Receiptholders thereof in the manner provided for in Section 11.2 hereofArticle 10. (c) Any corporation into or with which the Subscription Receipt Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Subscription Receipt Agent shall be a party, or any corporation succeeding to the corporate trust business of the Subscription Receipt Agent shall be the successor to the Subscription Receipt Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as a Successor Agent successor subscription receipt agent under Subsection 10.8(a9.8(a). (d) Any Subscription Receipt Certificates certified but not delivered by a Predecessor Agent predecessor subscription receipt agent may be certified delivered by the Successor Agent successor subscription receipt agent in the name of the Predecessor Agent predecessor or Successor Agentsuccessor subscription receipt agent.

Replacement of Subscription Receipt Agent; Successor by Merger. (a1) The Subscription Receipt Agent may resign from its duties appointment and be discharged from all further other duties and liabilities hereunder, subject to this Section 10.810.7, by giving to the Company Corporation not less than 60 days’ thirty (30) days prior notice in writing or such shorter prior notice as the Company Corporation may accept as sufficient. The holders Receiptholders by extraordinary special resolution shall have the power at any time to remove the person then appointed as “existing Subscription Receipt Agent” hereunder (the “Existing Agent” or once removed or resigned, the “Predecessor Agent”) Agent and to appoint a new person in its stead (the “Successor Agent”)subscription receipt agent. In the event of the Existing Subscription Receipt Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company Corporation shall forthwith appoint a Successor Agent new subscription receipt agent acceptable to the Investors, acting reasonably, unless a Successor Agent new subscription receipt agent has already been appointed by the holdersReceiptholders; failing such appointment by the CompanyCorporation, the Existing retiring Subscription Receipt Agent or any Subscription Receiptholder may apply to a justice of the Supreme Québec Superior Court of Ontario (the “Court”) Justice on such notice as such justice court may direct, for the appointment of a Successor Agentnew subscription receipt agent; but any Successor Agent new subscription receipt agent so appointed by the Company, Corporation or by the Court shall be subject to removal as aforesaid by the holdersReceiptholders. Any Successor Agent new subscription receipt agent appointed under any provision of this Section 10.8 10.7 shall be a corporation authorized to carry on the business of a trust company in the Province of Ontario Québec and, if required by the Applicable Legislation applicable legislation for any other provinces, in such other provinces. On any such appointment the Successor Agent new subscription receipt agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as subscription receipt agent hereunder. At the “request of the Corporation or the new subscription receipt agent, the retiring Subscription Receipt Agent” hereunder, upon payment of the amounts, if any, due to it pursuant to Section 6.3, shall duly assign, transfer and deliver to the new subscription receipt agent all property and money held and all records kept by the retiring Subscription Receipt Agent hereunder or in connection herewith. (b2) Upon the appointment of a Successor Agentsuccessor subscription receipt agent, the Company Corporation shall promptly notify the holders Receiptholders thereof in the manner provided for in Section 11.2 Article 11 hereof. (c3) Any corporation into or with which the Subscription Receipt Agent may be merged is amalgamated or with which it is consolidated or amalgamated, to which all or substantially all of its corporate trust business is sold or is otherwise transferred or any corporation resulting therefrom from any consolidation or amalgamation to which the Subscription Receipt Agent is a party shall be a party, or any corporation succeeding to the trust business of the Subscription Receipt Agent shall be become the successor to subscription receipt agent under this Agreement, without the Subscription Receipt Agent hereunder without execution of any document or further act on its part or any of the parties hereto, act; provided that such corporation would be eligible for appointment as a Successor Agent successor subscription receipt agent under Subsection 10.8(aSection 10.7(1). (d4) Any Subscription Receipt Certificates Certificate certified but not delivered by a Predecessor Agent predecessor subscription receipt agent may be certified delivered by the Successor Agent successor subscription receipt agent in the name of the Predecessor Agent predecessor or Successor Agentsuccessor subscription receipt agent.

Replacement of Subscription Receipt Agent; Successor by Merger. (a) The Subscription Receipt Agent may resign from its duties appointment and be discharged from all further other duties and liabilities hereunder, subject to this Section 10.810.7, by giving to the Company Corporation not less than 60 30 days’ prior notice in writing or such shorter prior notice as the Company Corporation may accept as sufficient, provided that such resignation and discharge shall be subject to the appointment of a successor thereto in accordance with the provisions hereof. The holders Receiptholders by extraordinary special resolution shall have the power at any time to remove the person then appointed as “existing Subscription Receipt Agent” hereunder (the “Existing Agent” or once removed or resigned, the “Predecessor Agent”) Agent and to appoint a new person subscription receipt agent. (b) Subject to Section 8.10(h), in its stead (the “Successor Agent”). In the event of the Existing Subscription Receipt Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, Cormark, on behalf of the Company Underwriters, shall forthwith appoint a Successor Agent new subscription receipt agent unless a Successor Agent new subscription receipt agent has already been appointed by the holdersReceiptholders; failing such appointment by Cxxxxxx, on behalf of the CompanyUnderwriters, the Existing retiring Subscription Receipt Agent (at the expense of the Corporation) or any Subscription Receiptholder may apply to a justice of the Supreme Ontario Superior Court of Ontario (the “Court”) Justice on such notice as such justice court may direct, for the appointment of a Successor Agentnew subscription receipt agent; but any Successor Agent new subscription receipt agent so appointed by Cxxxxxx, on behalf of the CompanyUnderwriters, or by the Court shall be subject to removal as aforesaid by the holders. Receiptholders. (c) Any Successor Agent new subscription receipt agent appointed under any provision of this Section 10.8 10.7 shall be a corporation authorized to carry on the business of a trust company in the Province of Ontario and, if required by the Applicable Legislation applicable legislation for any other provincesprovinces and territories, in such other provincesprovinces and territories. On any such appointment the Successor Agent new subscription receipt agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as subscription receipt agent hereunder. At the “request of the Corporation or the new subscription receipt agent, the retiring Subscription Receipt Agent” hereunder, upon payment of the amounts, if any, due to it pursuant to Section 6.3, shall duly assign, transfer and deliver to the new subscription receipt agent at the expense of the Corporation all property and money held and all records kept by the retiring Subscription Receipt Agent hereunder or in connection herewith. (bd) Upon the appointment of a Successor Agentsuccessor subscription receipt agent, the Company Corporation shall promptly notify the holders Receiptholders thereof in the manner provided for in Section 11.2 Article 11 hereof. (ce) Any corporation into or with which the Subscription Receipt Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Subscription Receipt Agent shall be a party, or any corporation succeeding to the corporate trust business of the Subscription Receipt Agent shall be the successor to the Subscription Receipt Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as a Successor Agent successor subscription receipt agent under Subsection 10.8(aSection 10.7(c). (df) Any Subscription Receipt Certificates certified Certificate Authenticated but not delivered by a Predecessor Agent predecessor subscription receipt agent may be certified delivered by the Successor Agent successor subscription receipt agent in the name of the Predecessor Agent predecessor or Successor Agentsuccessor subscription receipt agent.

Replacement of Subscription Receipt Agent; Successor by Merger. (a) The Subscription Receipt Agent may resign from its duties appointment and be discharged from all further other duties and liabilities hereunder, subject to this Section 10.89.7, by giving to the Company Corporation not less than 60 days’ thirty (30) days prior notice in writing or such shorter prior notice as the Company Corporation may accept as sufficient. The holders Receiptholders by extraordinary resolution shall have power at any time to remove the person then appointed as “existing Subscription Receipt Agent” hereunder (the “Existing Agent” or once removed or resigned, the “Predecessor Agent”) Agent and to appoint a new person in its stead (the “Successor Agent”)subscription receipt agent. In the event of the Existing Subscription Receipt Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company Agents shall forthwith appoint a Successor Agent new subscription receipt agent unless a Successor Agent new subscription receipt agent has already been appointed by the holdersReceiptholders; failing such appointment by the CompanyAgents, the Existing retiring Subscription Receipt Agent or any Subscription Receiptholder may apply to a justice of the Supreme Court of Ontario Queen’s Bench (the “Court”Alberta) on such notice as such justice may direct, for the appointment of a Successor Agentnew subscription receipt agent; but any Successor Agent new subscription receipt agent so appointed by the Company, Agents or by the Court shall be subject to removal as aforesaid by the holdersReceiptholders. Any Successor Agent new subscription receipt agent appointed under any provision of this Section 10.8 9.7 shall be a corporation authorized to carry on the business of a trust company in the Province Provinces of Alberta and Ontario and, if required by the Applicable Legislation applicable legislation for any other provinces, in such other provinces. On any such appointment the Successor Agent new subscription receipt agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Subscription Receipt Agent hereunder. At the “request of the Corporation or the new Subscription Receipt Agent” hereunder, the retiring Subscription Receipt Agent, upon payment of the amounts, if any, due to it pursuant to Section 5.3, shall duly assign, transfer and deliver to the new Subscription Receipt Agent all property and money held and all records kept by the retiring Subscription Receipt Agent hereunder or in connection herewith. (b) Upon the appointment of a Successor Agentsuccessor subscription receipt agent, the Company Corporation shall promptly notify the holders Receiptholders thereof in the manner provided for in Section 11.2 hereofArticle 10. (c) Any corporation into or with which the Subscription Receipt Agent may be merged or consolidated or amalgamated, or to which all or substantially all of its corporate trust business is sold or otherwise transferred, or any corporation resulting therefrom to which the Subscription Receipt Agent shall be a party, or any corporation succeeding to the corporate trust business of the Subscription Receipt Agent shall be the successor to the Subscription Receipt Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as a Successor Agent successor subscription receipt agent under Subsection 10.8(a9.7(a). (d) Any Subscription Receipt Certificates certified but not delivered by a Predecessor Agent predecessor subscription receipt agent may be certified delivered by the Successor Agent successor subscription receipt agent in the name of the Predecessor Agent predecessor or Successor Agentsuccessor subscription receipt agent.

Replacement of Subscription Receipt Agent; Successor by Merger. (a) The Subscription Receipt Agent may resign from its duties appointment and be discharged from all further other duties and liabilities hereunder, subject to this Section 10.89.7, by giving to the Company Corporation not less than 60 days’ days prior notice in writing or such shorter prior notice as the Company Corporation may accept as sufficient. The holders Receiptholders by extraordinary resolution Extraordinary Resolution shall have power at any time to remove the person then appointed as “existing Subscription Receipt Agent” hereunder (the “Existing Agent” or once removed or resigned, the “Predecessor Agent”) Agent and to appoint a new person Subscription Receipt Agent. The Corporation and the Joint Bookrunners together may remove the existing Subscription Receipt Agent in the event that there are any changes, events or occurrences in respect of the Subscription Receipt Agent after the date hereof which the Corporation determines, acting reasonably, individually or in the aggregate, have a material adverse effect on the creditworthiness of the Subscription Receipt Agent or on the ability of the Subscription Receipt Agent to carry out its stead (the “Successor Agent”)obligations under this Agreement. In the event of the Existing Subscription Receipt Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company Joint Bookrunners, on behalf of the Underwriters, shall forthwith appoint a Successor Agent new subscription receipt agent unless a Successor Agent new subscription receipt agent has already been appointed by the holdersReceiptholders; failing such appointment by the CompanyJoint Bookrunners, on behalf of the Underwriters, the Existing retiring Subscription Receipt Agent or any Subscription Receiptholder may apply to a justice of the Supreme Superior Court of Ontario Justice (the “Court”Ontario) on such notice as such justice may direct, for the appointment of a Successor Agentnew subscription receipt agent; but any Successor Agent new subscription receipt agent so appointed by the CompanyJoint Bookrunners, on behalf of the Underwriters, or by the Superior Court of Justice (Ontario) shall be subject to removal as aforesaid by the holdersReceiptholders. Any Successor Agent new subscription receipt agent appointed under any provision of this Section 10.8 9.7 shall be a corporation authorized to carry on the business of a trust company in the Province of Ontario and, if required by the Applicable Legislation applicable legislation for any other provinces, in such other provinces. On any such appointment appointment, the Successor Agent new subscription receipt agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Subscription Receipt Agent hereunder. At the “request of the Corporation or the new Subscription Receipt Agent” hereunder, the retiring Subscription Receipt Agent, upon payment of the amounts, if any, due to it pursuant to Section 5.3, shall duly assign, transfer and deliver to the new Subscription Receipt Agent all property and money held and all records kept by the retiring Subscription Receipt Agent hereunder or in connection herewith. (b) Upon the appointment of a Successor Agentsuccessor subscription receipt agent, the Company Corporation shall promptly notify the holders Receiptholders thereof in the manner provided for in Section 11.2 hereofArticle 10. (c) Any corporation into or with which the Subscription Receipt Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Subscription Receipt Agent shall be a party, or any corporation succeeding to the corporate trust business of the Subscription Receipt Agent shall be the successor to the Subscription Receipt Agent hereunder without any further act on its part or any of the parties heretoParties, provided that such corporation would be eligible for appointment as a Successor Agent successor subscription receipt agent under Subsection 10.8(aSection 9.7(a). (d) Any Subscription Receipt Certificates certified Authenticated but not delivered by a Predecessor Agent predecessor subscription receipt agent may be certified delivered by the Successor Agent successor subscription receipt agent in the name of the Predecessor Agent predecessor or Successor Agentsuccessor subscription receipt agent.

Replacement of Subscription Receipt Agent; Successor by Merger. (a) The Subscription Receipt Agent may resign from its duties appointment and be discharged from all further other duties and liabilities hereunder, subject to this Section 10.89.7, by giving to the Company Corporation and the Co-Lead Underwriters not less than 60 days’ thirty (30) days prior notice in writing or such shorter prior notice as the Company Corporation may accept as sufficient. The holders Receiptholders by extraordinary resolution shall have power at any time to remove the person then appointed as “existing Subscription Receipt Agent” hereunder (the “Existing Agent” or once removed or resigned, the “Predecessor Agent”) Agent and to appoint a new person in its stead (the “Successor Agent”)subscription receipt agent. In the event of the Existing Subscription Receipt Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Company Co-Lead Underwriters, on behalf of the Underwriters, shall forthwith appoint a Successor Agent new subscription receipt agent unless a Successor Agent new subscription receipt agent has already been appointed by the holdersReceiptholders; failing such appointment by the CompanyCo-Lead Underwriters, on behalf of the Underwriters, the Existing retiring Subscription Receipt Agent or any Subscription Receiptholder may apply to a justice of the Supreme Court of Ontario Queen’s Bench (the “Court”Alberta) on such notice as such justice may direct, for the appointment of a Successor Agentnew subscription receipt agent; but any Successor Agent new subscription receipt agent so appointed by the CompanyCo-Lead Underwriters, on behalf of the Underwriters, or by the Court shall be subject to removal as aforesaid by the holdersReceiptholders. Any Successor Agent new subscription receipt agent appointed under any provision of this Section 10.8 9.7 shall be a corporation authorized to carry on the business of a trust company in the Province Provinces of Alberta and Ontario and, if required by the Applicable Legislation applicable legislation for any other provinces, in such other provinces. On any such appointment the Successor Agent new subscription receipt agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Subscription Receipt Agent hereunder. At the “request of the Corporation, the Co-Lead Underwriters or the new Subscription Receipt Agent” hereunder, the retiring Subscription Receipt Agent, upon payment of the amounts, if any, due to it pursuant to Section 5.3, shall duly assign, transfer and deliver to the new Subscription Receipt Agent all property and money held and all records kept by the retiring Subscription Receipt Agent hereunder or in connection herewith. (b) Upon the appointment of a Successor Agentsuccessor subscription receipt agent, the Company Corporation shall promptly notify the holders Receiptholders thereof in the manner provided for in Section 11.2 hereofArticle 10. (c) Any corporation into or with which the Subscription Receipt Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Subscription Receipt Agent shall be a party, or any corporation succeeding to the corporate trust business of the Subscription Receipt Agent shall be the successor to the Subscription Receipt Agent hereunder without any further act on its part or any of the parties hereto, provided that such corporation would be eligible for appointment as a Successor Agent successor subscription receipt agent under Subsection 10.8(a9.7(a). (d) Any Subscription Receipt Certificates certified but not delivered by a Predecessor Agent predecessor subscription receipt agent may be certified delivered by the Successor Agent successor subscription receipt agent in the name of the Predecessor Agent predecessor or Successor Agentsuccessor subscription receipt agent.