Common use of Replacement of Trustee or Collateral Trustee Clause in Contracts

Replacement of Trustee or Collateral Trustee. (a) The Trustee or Collateral Trustee may resign its trust and be discharged from all further duties and liabilities hereunder by giving to the Issuer 90 days’ notice in writing or such shorter notice as the Issuer may accept as sufficient. If at any time a material conflict of interest exists in the Trustee’s or Collateral Trustee’s role as a fiduciary hereunder the Trustee or Collateral Trustee, as applicable, shall, within 30 days after ascertaining that such a material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in this Section 13.2. The validity and enforceability of this Indenture and of the Notes issued hereunder shall not be affected in any manner whatsoever by reason only that such a material conflict of interest exists. In the event of the Trustee or Collateral Trustee resigning or being removed or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Issuer shall forthwith appoint a new Trustee or Collateral Trustee, as applicable, unless a new Trustee or Collateral Trustee, as applicable, has already been appointed by the Holders in accordance with the provisions hereof. Failing such appointment by the Issuer, the retiring Trustee or Collateral Trustee, as applicable, or any Holder may apply to a judge of the British Columbia Supreme Court, on such notice as such Judge may direct at the Issuer’s expense, for the appointment of a new Trustee or Collateral Trustee, as applicable, but any new Trustee or Collateral Trustee, as applicable, so appointed by the Issuer or by the Court shall be subject to removal as aforesaid by the Holders and the appointment of such new Trustee or Collateral Trustee, as applicable, shall be effective only upon such new Trustee or Collateral Trustee, as applicable, becoming bound by this Indenture. Any new Trustee or Collateral Trustee, as applicable, appointed under any provision of this Section 13.2 shall be a corporation authorized to carry on the business of a trust company in one or more of the Provinces of Canada. On any new appointment the new Trustee or Collateral Trustee, as applicable, shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Trustee or Collateral Trustee, as applicable. (b) Any entity into which the Trustee or Collateral Trustee, as applicable, may be merged or, with or to which it may be consolidated, amalgamated or sold, or any entity resulting from any merger, consolidation, sale or amalgamation to which the Trustee or Collateral Trustee, as applicable, shall be a party, shall be the successor Trustee or Collateral Trustee, as applicable, under this Indenture without the execution of any instrument or any further act. Nevertheless, upon the written request of the successor Trustee or Collateral Trustee, as applicable, or of the Issuer, the Trustee or Collateral Trustee, as applicable, ceasing to act shall execute and deliver an instrument assigning and transferring to such successor Trustee or Collateral Trustee, as applicable, upon the trusts herein expressed, all the rights, powers and trusts of the retiring Trustee or Collateral Trustee, as applicable, so ceasing to act, and shall duly assign, transfer and deliver all property and money held by such Trustee or Collateral Trustee, as applicable, to the successor Trustee or Collateral Trustee, as applicable, so appointed in its place. Should any deed, conveyance or instrument in writing from the Issuer or any Guarantor be required by any new Trustee or Collateral Trustee, as applicable, for more fully and certainly vesting in and confirming to it such estates, properties, rights, powers and trusts, then any and all such deeds, conveyances and instruments in writing shall on request of said new Trustee or Collateral Trustee, as applicable, be made, executed, acknowledged and delivered by the Issuer or such Guarantor, as applicable.

Replacement of Trustee or Collateral Trustee. (a) A resignation or removal of the Trustee or Collateral Trustee and appointment of a successor Trustee or Collateral Trustee, as applicable, will become effective only upon the applicable successor Trustee's or Collateral Trustee's acceptance of appointment as provided in this Section 7.07. (b) The Trustee or Collateral Trustee Trustee, as applicable, may resign its trust in writing at any time and be discharged from all further duties and liabilities hereunder the trust hereby created by giving to so notifying the Issuer 90 days’ notice Issuers. The Holders of a majority in writing or such shorter notice as aggregate principal amount of the Issuer then outstanding Securities may accept as sufficient. If at any time a material conflict of interest exists in the Trustee’s or Collateral Trustee’s role as a fiduciary hereunder remove the Trustee or Collateral Trustee, as applicable, shall, within 30 days after ascertaining that such a material conflict of interest exists, either eliminate such material conflict of interest or resign in by so notifying the manner and with the effect specified in this Section 13.2. The validity and enforceability of this Indenture and of the Notes issued hereunder shall not be affected in any manner whatsoever by reason only that such a material conflict of interest exists. In the event of the Trustee or Collateral Trustee resigning or being removed or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Issuer shall forthwith appoint a new Trustee or Collateral Trustee, as applicable, unless and the Issuers in writing, and may appoint a new successor Trustee or Collateral Trustee, as applicable. The Issuers may remove the Trustee or Collateral Trustee if: (i) the Trustee or Collateral Trustee, as applicable, has already been appointed fails to comply with Section 7.09; (ii) the Trustee or Collateral Trustee, as applicable, is adjudged bankrupt or insolvent, or an order for relief is entered with respect to the Trustee or Collateral Trustee under any Bankruptcy Law; (iii) a receiver or other public officer takes charge of the Trustee or Collateral Trustee, as applicable, or its property; or (iv) the Trustee or Collateral Trustee, as applicable, otherwise becomes incapable of acting. (c) If the Trustee or Collateral Trustee resigns, is removed by the Issuers or by the Holders of a majority in accordance with principal amount of the provisions hereof. Failing Securities and such Holders do not reasonably promptly appoint a successor Trustee or Collateral Trustee, as applicable, or if a vacancy exists in the office of Trustee or Collateral Trustee, as applicable, for any reason (the Trustee or Collateral Trustee, as applicable, in any such event being referred to herein as the retiring Trustee or retiring or Collateral Trustee, as applicable), the Issuers shall promptly appoint a successor Trustee or Collateral Trustee, as applicable. (d) A successor Trustee or Collateral Trustee, as applicable, shall deliver a written acceptance of its appointment by the Issuer, to the retiring Trustee or Collateral Trustee, as applicable, and to the Issuers. Thereupon the resignation or any Holder may apply to a judge of the British Columbia Supreme Court, on such notice as such Judge may direct at the Issuer’s expense, for the appointment of a new Trustee or Collateral Trustee, as applicable, but any new Trustee or Collateral Trustee, as applicable, so appointed by the Issuer or by the Court shall be subject to removal as aforesaid by the Holders and the appointment of such new Trustee or Collateral Trustee, as applicable, shall be effective only upon such new Trustee or Collateral Trustee, as applicable, becoming bound by this Indenture. Any new Trustee or Collateral Trustee, as applicable, appointed under any provision of this Section 13.2 shall be a corporation authorized to carry on the business of a trust company in one or more of the Provinces of Canada. On any new appointment the new Trustee or Collateral Trustee, as applicable, shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Trustee or Collateral Trustee, as applicable. (b) Any entity into which the Trustee or Collateral Trustee, as applicable, may be merged or, with or to which it may be consolidated, amalgamated or sold, or any entity resulting from any merger, consolidation, sale or amalgamation to which the Trustee or Collateral Trustee, as applicable, shall be a party, shall be the successor Trustee or Collateral Trustee, as applicable, under this Indenture without the execution of any instrument or any further act. Nevertheless, upon the written request of the successor Trustee or Collateral Trustee, as applicable, or of the Issuer, the Trustee or Collateral Trustee, as applicable, ceasing to act shall execute and deliver an instrument assigning and transferring to such successor Trustee or Collateral Trustee, as applicable, upon the trusts herein expressed, all the rights, powers and trusts of the retiring Trustee or Collateral Trustee, as applicable, so ceasing to actshall become effective, and the successor Trustee or Collateral Trustee, as applicable, shall duly assignhave all the rights, powers and duties of the Trustee or Collateral Trustee, as applicable, under this Indenture. The successor Trustee or Collateral Trustee, as applicable, shall mail a notice of its succession to the Holders. The retiring Trustee or Collateral Trustee, as applicable, shall promptly transfer and deliver all property and money held by such it as Trustee or Collateral Trustee, as applicable, to the successor Trustee or Collateral Trustee, as applicable, so appointed subject to the Lien provided for in its placeSection 7.06. Should any deed, conveyance or instrument in writing from the Issuer or any Guarantor be required by any new The retiring Trustee or Collateral Trustee, as applicable, shall have no responsibility or liability for more fully and certainly vesting in and confirming to it such estatesany action or inaction of a successor Trustee or Collateral Trustee, properties, rights, powers and trusts, then any and all such deeds, conveyances and instruments in writing shall on request of said new as applicable. (e) If a successor Trustee or Collateral Trustee, as applicable, be madedoes not take office within 60 days after the retiring Trustee or Collateral Trustee, executedas applicable, acknowledged and delivered by resigns or is removed, the Issuer retiring Trustee or such GuarantorCollateral Trustee, as applicable, or the Holders of at least 10% in aggregate principal amount of the then outstanding Securities may petition at the expense of the Issuers any court of competent jurisdiction for the appointment of a successor Trustee or Collateral Trustee, as applicable. (f) If the Trustee or Collateral Trustee, as applicable, fails to comply with Section 7.09, any Holder who has been a bona fide holder of a Security for at least six months may petition any court of competent jurisdiction for the removal of the Trustee or Collateral Trustee, as applicable, and the appointment of a successor Trustee or Collateral Trustee, as applicable. (g) Notwithstanding the replacement of the Trustee or Collateral Trustee, as applicable, pursuant to this Section, the Issuers' obligations under Section 7.06 shall continue for the benefit of the retiring Trustee.

Replacement of Trustee or Collateral Trustee. (a) A resignation or removal of the Trustee or Collateral Trustee and appointment of a successor Trustee or Collateral Trustee, as applicable will become effective only upon the applicable successor Trustee or Collateral Trustee’s acceptance of appointment as provided in this Section 7.07. (b) The Trustee or Collateral Trustee Trustee, as applicable, may resign its trust in writing at any time and be discharged from all further duties and liabilities hereunder the trust hereby created by giving to so notifying the Issuer 90 days’ notice Issuer. The Holders of a majority in writing or such shorter notice as aggregate principal amount of the Issuer then outstanding Securities may accept as sufficient. If at any time a material conflict of interest exists in the Trustee’s or Collateral Trustee’s role as a fiduciary hereunder remove the Trustee or Collateral Trustee, as applicable, shall, within 30 days after ascertaining that such a material conflict of interest exists, either eliminate such material conflict of interest or resign in by so notifying the manner and with the effect specified in this Section 13.2. The validity and enforceability of this Indenture and of the Notes issued hereunder shall not be affected in any manner whatsoever by reason only that such a material conflict of interest exists. In the event of the Trustee or Collateral Trustee resigning or being removed or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Issuer shall forthwith appoint a new Trustee or Collateral Trustee, as applicable, unless and the Issuer in writing, and may appoint a new successor Trustee or Collateral Trustee, as applicable. The Issuer shall remove the Trustee or Collateral Trustee if: (i) the Trustee or Collateral Trustee, as applicable, has already been appointed fails to comply with Section 7.09; (ii) the Trustee or Collateral Trustee, as applicable, is adjudged bankrupt or insolvent, or an order for relief is entered with respect to the Trustee or Collateral Trustee under any Bankruptcy Law; (iii) a receiver or other public officer takes charge of the Trustee or Collateral Trustee, as applicable, or its property; or (iv) the Trustee or Collateral Trustee, as applicable, otherwise becomes incapable of acting. (c) If the Trustee or Collateral Trustee resigns, is removed by the Issuer or by the Holders of a majority in accordance with principal amount of the provisions hereof. Failing Securities and such Holders do not reasonably promptly appoint a successor Trustee or Collateral Trustee, as applicable, or if a vacancy exists in the office of Trustee or Collateral Trustee, as applicable, for any reason (the Trustee or Collateral Trustee, as applicable, in any such event being referred to herein as the retiring Trustee or retiring Collateral Trustee, as applicable), the Issuer shall promptly appoint a successor Trustee or Collateral Trustee, as applicable. (d) A successor Trustee or Collateral Trustee, as applicable, shall deliver a written acceptance of its appointment by the Issuer, to the retiring Trustee or Collateral Trustee, as applicable, or any Holder may apply and to a judge of the British Columbia Supreme Court, on such notice as such Judge may direct at the Issuer’s expense, for . Thereupon the appointment of a new Trustee resignation or Collateral Trustee, as applicable, but any new Trustee or Collateral Trustee, as applicable, so appointed by the Issuer or by the Court shall be subject to removal as aforesaid by the Holders and the appointment of such new Trustee or Collateral Trustee, as applicable, shall be effective only upon such new Trustee or Collateral Trustee, as applicable, becoming bound by this Indenture. Any new Trustee or Collateral Trustee, as applicable, appointed under any provision of this Section 13.2 shall be a corporation authorized to carry on the business of a trust company in one or more of the Provinces of Canada. On any new appointment the new Trustee or Collateral Trustee, as applicable, shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Trustee or Collateral Trustee, as applicable. (b) Any entity into which the Trustee or Collateral Trustee, as applicable, may be merged or, with or to which it may be consolidated, amalgamated or sold, or any entity resulting from any merger, consolidation, sale or amalgamation to which the Trustee or Collateral Trustee, as applicable, shall be a party, shall be the successor Trustee or Collateral Trustee, as applicable, under this Indenture without the execution of any instrument or any further act. Nevertheless, upon the written request of the successor Trustee or Collateral Trustee, as applicable, or of the Issuer, the Trustee or Collateral Trustee, as applicable, ceasing to act shall execute and deliver an instrument assigning and transferring to such successor Trustee or Collateral Trustee, as applicable, upon the trusts herein expressed, all the rights, powers and trusts of the retiring Trustee or Collateral Trustee, as applicable, so ceasing to actshall become effective, and the successor Trustee or Collateral Trustee, as applicable, shall duly assignhave all the rights, powers and duties of the Trustee or Collateral Trustee, as applicable, under this Indenture. The successor Trustee or Collateral Trustee, as applicable, shall mail a notice of its succession to the Holders. The retiring Trustee or Collateral Trustee, as applicable, shall promptly transfer and deliver all property and money held by such it as Trustee or Collateral Trustee, as applicable, to the successor Trustee or Collateral Trustee, as applicable, so appointed subject to the Lien provided for in its placeSection 7.06. Should any deed, conveyance or instrument in writing from the Issuer or any Guarantor be required by any new The retiring Trustee or Collateral Trustee, as applicable, shall have no responsibility or liability for more fully and certainly vesting in and confirming to it such estates, properties, rights, powers and trusts, then any and all such deeds, conveyances and instruments in writing shall on request action or inaction of said new a successor Trustee. (e) If a successor Trustee or Collateral Trustee, as applicable, be madedoes not take office within 60 days after the retiring Trustee or Collateral Trustee, executedas applicable, acknowledged and delivered by resigns or is removed, the retiring Trustee or Collateral Trustee, as applicable, or the Holders of at least 10% in aggregate principal amount of the then outstanding Securities may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Trustee or such GuarantorCollateral Trustee, as applicable. (f) If the Trustee or Collateral Trustee, as applicable, fails to comply with Section 7.09, any Holder who has been a bona fide holder of a Security for at least six months may petition any court of competent jurisdiction for the removal of the Trustee or Collateral Trustee, as applicable, and the appointment of a successor Trustee or Collateral Trustee, as applicable. (g) Notwithstanding the replacement of the Trustee or Collateral Trustee, as applicable, pursuant to this Section, the Issuer’s obligations under Section 7.06 shall continue for the benefit of the retiring Trustee or retiring Collateral Trustee, as applicable.

Replacement of Trustee or Collateral Trustee. (a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.07. A resignation or removal of the Collateral Trustee and appointment of a successor Collateral Trustee will become effective only in accordance with the Collateral Trust Agreement. (b) The Trustee or Collateral Trustee may resign its trust in writing at any time and be discharged from all further duties and liabilities hereunder the trust hereby created by giving so notifying the Issuer in writing not less than 30 days prior to the effective date of such resignation. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer 90 days’ notice in writing or not less than 30 days prior to the effective date of such shorter notice as the removal. The Issuer may accept as sufficient. remove the Trustee if: (1) the Trustee fails to comply with Section 7.09 hereof; (2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Code; (3) a custodian or public officer takes charge of the Trustee or the Collateral Trustee or its property; or (4) the Trustee becomes incapable of acting. (c) If at any time the Trustee resigns or is removed or if a material conflict of interest vacancy exists in the office of Trustee for any reason, the Issuer will promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, in the case of the successor Trustee the Holders of a majority in aggregate principal amount of the then outstanding Notes may, at the Issuer’s expense, appoint a successor Trustee to replace the successor Trustee appointed by the Issuer. (d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or Collateral is removed, the retiring Trustee, the Issuer, or in the case of the successor Trustee the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may, at the Issuer’s role as expense, petition any court of competent jurisdiction for the appointment of a fiduciary hereunder successor Trustee: (1) authorized to exercise corporate trust powers, and (2) having a combined capital and surplus of at least $50,000,000. (e) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.09 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or Collateral Trusteeremoval of the retiring Trustee will become effective, as applicableand the successor Trustee will have all the rights, shall, within 30 days after ascertaining that such a material conflict powers and duties of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in Trustee under this Section 13.2Indenture. The validity successor Trustee will mail a notice of its succession to Holders. The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and enforceability of this Indenture and of subject to the Notes issued hereunder shall not be affected Lien provided for in any manner whatsoever by reason only that such a material conflict of interest existsSection 7.06 hereof. In the event Notwithstanding replacement of the Trustee or Collateral Trustee resigning pursuant to this Section 7.07 or being removed or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Issuer shall forthwith appoint a new Trustee or Collateral TrusteeTrust Agreement, as applicable, unless a new Trustee or Collateral Trustee, as applicable, has already been appointed by the Holders in accordance with the provisions hereof. Failing such appointment by the Issuer, the retiring Trustee or Collateral Trustee, as applicable, or any Holder may apply to a judge of the British Columbia Supreme Court, on such notice as such Judge may direct at the Issuer’s expense, and Guarantors’ obligations under Section 7.06 hereof will continue for the appointment of a new Trustee or Collateral Trustee, as applicable, but any new Trustee or Collateral Trustee, as applicable, so appointed by the Issuer or by the Court shall be subject to removal as aforesaid by the Holders and the appointment of such new Trustee or Collateral Trustee, as applicable, shall be effective only upon such new Trustee or Collateral Trustee, as applicable, becoming bound by this Indenture. Any new Trustee or Collateral Trustee, as applicable, appointed under any provision of this Section 13.2 shall be a corporation authorized to carry on the business of a trust company in one or more of the Provinces of Canada. On any new appointment the new Trustee or Collateral Trustee, as applicable, shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Trustee or Collateral Trustee, as applicable. (b) Any entity into which the Trustee or Collateral Trustee, as applicable, may be merged or, with or to which it may be consolidated, amalgamated or sold, or any entity resulting from any merger, consolidation, sale or amalgamation to which the Trustee or Collateral Trustee, as applicable, shall be a party, shall be the successor Trustee or Collateral Trustee, as applicable, under this Indenture without the execution of any instrument or any further act. Nevertheless, upon the written request of the successor Trustee or Collateral Trustee, as applicable, or of the Issuer, the Trustee or Collateral Trustee, as applicable, ceasing to act shall execute and deliver an instrument assigning and transferring to such successor Trustee or Collateral Trustee, as applicable, upon the trusts herein expressed, all the rights, powers and trusts benefit of the retiring Trustee or Collateral Trustee, as applicable, so ceasing to act, and shall duly assign, transfer and deliver all property and money held by such . (g) Upon the retirement or removal of the Trustee or Collateral Trustee, as applicable, to the retired or removed Trustee or Collateral Trustee shall have no responsibility or liability for any action or inaction of a successor Trustee or Collateral Trustee, as applicable, so appointed in its place. Should any deed, conveyance or instrument in writing from the Issuer or any Guarantor be required by any new Trustee or Collateral Trustee, as applicable, for more fully and certainly vesting in and confirming to it such estates, properties, rights, powers and trusts, then any and all such deeds, conveyances and instruments in writing shall on request of said new Trustee or Collateral Trustee, as applicable, be made, executed, acknowledged and delivered by the Issuer or such Guarantor, as applicable.

Replacement of Trustee or Collateral Trustee. (a) A resignation or removal of the Trustee or the Collateral Trustee and appointment of a successor Trustee or a successor Collateral Trustee will become effective only upon the successor Trustee’s or successor Collateral Trustee’s acceptance of appointment as provided in this Section 7.07. (b) The Trustee or the Collateral Trustee may resign its trust in writing at any time and be discharged from all further duties the trust hereby created by so notifying the Partnership. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee or the Collateral Trustee by so notifying the Trustee or the Collateral Trustee, as the case may be, and liabilities hereunder by giving the Partnership in writing not less than 30 days prior to the Issuer 90 days’ notice in writing effective date of such removal. The Partnership may remove the Trustee or such shorter notice as the Issuer may accept as sufficient. Collateral Trustee if: (1) the Trustee fails to comply with Section 7.09 hereof; (2) the Trustee or the Collateral Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee or the Collateral Trustee under any Bankruptcy Law; (3) a custodian or public officer takes charge of the Trustee or the Collateral Trustee or its property; or (4) the Trustee or the Collateral Trustee becomes incapable of acting. (c) If at any time the Trustee or the Collateral Trustee resigns or is removed or if a material conflict of interest vacancy exists in the Trustee’s office of Trustee or Collateral Trustee for any reason, the Partnership will promptly appoint a successor Trustee or successor Collateral Trustee, as the case may be. Within one year after the successor Trustee or successor Collateral Trustee takes office, in the case of the successor Trustee the Holders of a majority in aggregate principal amount of the then outstanding Notes, or in the case of a successor Collateral Trustee, the Holders of a majority in aggregate principal amount of the then outstanding Parity Lien Debt, may, at the Partnership’s role as expense, appoint a fiduciary hereunder successor Trustee or successor Collateral Trustee to replace the successor Trustee or successor Collateral Trustee appointed by the Partnership. (d) If a successor Trustee or successor Collateral Trustee does not take office within 60 days after the retiring Trustee or Collateral Trustee resigns or is removed, the retiring Trustee or Collateral Trustee, as applicablethe Partnership, shall, within 30 days after ascertaining that such a material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in this Section 13.2. The validity and enforceability of this Indenture and case of the Notes issued hereunder shall not be affected successor Trustee the Holders of at least 10% in any manner whatsoever by reason only that such a material conflict of interest exists. In the event aggregate principal amount of the then outstanding Notes, or in the case of a successor Collateral Trustee, the Holders of a majority in aggregate principal amount of the then outstanding Parity Lien Debt, may, at the Partnership’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee or a successor Collateral Trustee, which in the case of the Collateral Trustee, must be a bank or trust company: (1) authorized to exercise corporate trust powers, and (2) having a combined capital and surplus of at least $100,000,000. (e) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.09 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (f) A successor Trustee or Collateral Trustee resigning or being removed or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable will deliver a written acceptance of acting hereunder, the Issuer shall forthwith appoint a new Trustee or Collateral Trustee, as applicable, unless a new Trustee or Collateral Trustee, as applicable, has already been appointed by the Holders in accordance with the provisions hereof. Failing such its appointment by the Issuer, to the retiring Trustee or Collateral Trustee, as applicable, and to the Partnership. Thereupon, the resignation or any Holder may apply to a judge removal of the British Columbia Supreme Court, on such notice as such Judge may direct at the Issuer’s expense, for the appointment of a new retiring Trustee or Collateral TrusteeTrustee will become effective, as applicable, but any new Trustee or Collateral Trustee, as applicable, so appointed by the Issuer or by the Court shall be subject to removal as aforesaid by the Holders and the appointment of such new Trustee or Collateral Trustee, as applicable, shall be effective only upon such new Trustee or Collateral Trustee, as applicable, becoming bound by this Indenture. Any new Trustee or Collateral Trustee, as applicable, appointed under any provision of this Section 13.2 shall be a corporation authorized to carry on the business of a trust company in one or more of the Provinces of Canada. On any new appointment the new Trustee or Collateral Trustee, as applicable, shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Trustee or Collateral Trustee, as applicable. (b) Any entity into which the Trustee or Collateral Trustee, as applicable, may be merged or, with or to which it may be consolidated, amalgamated or sold, or any entity resulting from any merger, consolidation, sale or amalgamation to which the Trustee or Collateral Trustee, as applicable, shall be a party, shall be the successor Trustee or successor Collateral Trustee, as applicable, under this Indenture without the execution of any instrument or any further act. Nevertheless, upon the written request of the successor Trustee or Collateral Trustee, as applicable, or of the Issuer, the Trustee or Collateral Trustee, as applicable, ceasing to act shall execute and deliver an instrument assigning and transferring to such successor Trustee or Collateral Trustee, as applicable, upon the trusts herein expressed, will have all the rights, powers and trusts duties of the Trustee or the Collateral Trustee under this Indenture. The successor Trustee or successor Collateral Trustee will mail a notice of its succession to Holders. The retiring Trustee or Collateral Trustee will promptly transfer all property held by it as Trustee or Collateral Trustee to the successor Trustee or successor Collateral Trustee; provided all sums owing to the Trustee or Collateral Trustee hereunder have been paid and subject to the Lien provided for in Section 7.06 hereof. Notwithstanding replacement of the Trustee or Collateral Trustee pursuant to this Section 7.07, the Partnership’s and Guarantors’ obligations under Section 7.06 hereof will continue for the benefit of the retiring Trustee or Collateral Trustee, as applicable, so ceasing to act, and shall duly assign, transfer and deliver all property and money held by such . (g) Upon the retirement or removal of the Trustee or Collateral TrusteeTrustee hereunder, as applicable, to the retired or removed Trustee or Collateral Trustee shall have no responsibility or liability for any action or inaction of a successor Trustee or Collateral Trustee, as applicable, so appointed in its place. Should any deed, conveyance or instrument in writing from the Issuer or any Guarantor be required by any new Trustee or Collateral Trustee, as applicable, for more fully and certainly vesting in and confirming to it such estates, properties, rights, powers and trusts, then any and all such deeds, conveyances and instruments in writing shall on request of said new Trustee or Collateral Trustee, as applicable, be made, executed, acknowledged and delivered by the Issuer or such Guarantor, as applicable.

Replacement of Trustee or Collateral Trustee. (a) A resignation or removal of the Trustee or Collateral Trustee and appointment of a successor Trustee or Collateral Trustee, as applicable will become effective only upon the applicable successor Trustee or Collateral Trustee's acceptance of appointment as provided in this Section 7.07. (b) The Trustee or Collateral Trustee Trustee, as applicable, may resign its trust in writing at any time and be discharged from all further duties and liabilities hereunder the trust hereby created by giving to so notifying the Issuer 90 days’ notice Issuer. The Holders of a majority in writing or such shorter notice as aggregate principal amount of the Issuer then outstanding Securities may accept as sufficient. If at any time a material conflict of interest exists in the Trustee’s or Collateral Trustee’s role as a fiduciary hereunder remove the Trustee or Collateral Trustee, as applicable, shall, within 30 days after ascertaining that such a material conflict of interest exists, either eliminate such material conflict of interest or resign in by so notifying the manner and with the effect specified in this Section 13.2. The validity and enforceability of this Indenture and of the Notes issued hereunder shall not be affected in any manner whatsoever by reason only that such a material conflict of interest exists. In the event of the Trustee or Collateral Trustee resigning or being removed or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Issuer shall forthwith appoint a new Trustee or Collateral Trustee, as applicable, unless and the Issuer in writing, and may appoint a new successor Trustee or Collateral Trustee, as applicable. The Issuer shall remove the Trustee or Collateral Trustee if: (i) the Trustee or Collateral Trustee, as applicable, has already been appointed fails to comply with Section 7.09; (ii) the Trustee or Collateral Trustee, as applicable, is adjudged bankrupt or insolvent, or an order for relief is entered with respect to the Trustee or Collateral Trustee under any Bankruptcy Law; (iii) a receiver or other public officer takes charge of the Trustee or Collateral Trustee, as applicable, or its property; or (iv) the Trustee or Collateral Trustee, as applicable, otherwise becomes incapable of acting. (c) If the Trustee or Collateral Trustee resigns, is removed by the Issuer or by the Holders of a majority in accordance with principal amount of the provisions hereof. Failing Securities and such Holders do not reasonably promptly appoint a successor Trustee or Collateral Trustee, as applicable, or if a vacancy exists in the office of Trustee or Collateral Trustee, as applicable, for any reason (the Trustee or Collateral Trustee, as applicable, in any such event being referred to herein as the retiring Trustee or retiring Collateral Trustee, as applicable), the Issuer shall promptly appoint a successor Trustee or Collateral Trustee, as applicable. (d) A successor Trustee or Collateral Trustee, as applicable, shall deliver a written acceptance of its appointment by the Issuer, to the retiring Trustee or Collateral Trustee, as applicable, or any Holder may apply and to a judge of the British Columbia Supreme Court, on such notice as such Judge may direct at the Issuer’s expense, for . Thereupon the appointment of a new Trustee resignation or Collateral Trustee, as applicable, but any new Trustee or Collateral Trustee, as applicable, so appointed by the Issuer or by the Court shall be subject to removal as aforesaid by the Holders and the appointment of such new Trustee or Collateral Trustee, as applicable, shall be effective only upon such new Trustee or Collateral Trustee, as applicable, becoming bound by this Indenture. Any new Trustee or Collateral Trustee, as applicable, appointed under any provision of this Section 13.2 shall be a corporation authorized to carry on the business of a trust company in one or more of the Provinces of Canada. On any new appointment the new Trustee or Collateral Trustee, as applicable, shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Trustee or Collateral Trustee, as applicable. (b) Any entity into which the Trustee or Collateral Trustee, as applicable, may be merged or, with or to which it may be consolidated, amalgamated or sold, or any entity resulting from any merger, consolidation, sale or amalgamation to which the Trustee or Collateral Trustee, as applicable, shall be a party, shall be the successor Trustee or Collateral Trustee, as applicable, under this Indenture without the execution of any instrument or any further act. Nevertheless, upon the written request of the successor Trustee or Collateral Trustee, as applicable, or of the Issuer, the Trustee or Collateral Trustee, as applicable, ceasing to act shall execute and deliver an instrument assigning and transferring to such successor Trustee or Collateral Trustee, as applicable, upon the trusts herein expressed, all the rights, powers and trusts of the retiring Trustee or Collateral Trustee, as applicable, so ceasing to actshall become effective, and the successor Trustee or Collateral Trustee, as applicable, shall duly assignhave all the rights, powers and duties of the Trustee or Collateral Trustee, as applicable, under this Indenture. The successor Trustee or Collateral Trustee, as applicable, shall mail a notice of its succession to the Holders. The retiring Trustee or Collateral Trustee, as applicable, shall promptly transfer and deliver all property and money held by such it as Trustee or Collateral Trustee, as applicable, to the successor Trustee or Collateral Trustee, as applicable, so appointed subject to the Lien provided for in its placeSection 7.06. Should any deed, conveyance or instrument in writing from the Issuer or any Guarantor be required by any new The retiring Trustee or Collateral Trustee, as applicable, shall have no responsibility or liability for more fully and certainly vesting in and confirming to it such estates, properties, rights, powers and trusts, then any and all such deeds, conveyances and instruments in writing shall on request action or inaction of said new a successor Trustee. (e) If a successor Trustee or Collateral Trustee, as applicable, be madedoes not take office within 60 days after the retiring Trustee or Collateral Trustee, executedas applicable, acknowledged and delivered by resigns or is removed, the retiring Trustee or Collateral Trustee, as applicable, or the Holders of at least 10% in aggregate principal amount of the then outstanding Securities may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Trustee or such GuarantorCollateral Trustee, as applicable. (f) If the Trustee or Collateral Trustee, as applicable, fails to comply with Section 7.09, any Holder who has been a bona fide holder of a Security for at least six months may petition any court of competent jurisdiction for the removal of the Trustee or Collateral Trustee, as applicable, and the appointment of a successor Trustee or Collateral Trustee, as applicable. (g) Notwithstanding the replacement of the Trustee or Collateral Trustee, as applicable, pursuant to this Section, the Issuer's obligations under Section 7.06 shall continue for the benefit of the retiring Trustee or retiring Collateral Trustee, as applicable.

Replacement of Trustee or Collateral Trustee. (a) A resignation or removal of the Trustee or Collateral Trustee and appointment of a successor Trustee or Collateral Trustee, as applicable will become effective only upon the applicable successor Trustee or Collateral Trustee’s acceptance of appointment as provided in this Section 7.07 (b) The Trustee or Collateral Trustee Trustee, as applicable, may resign its trust in writing at any time and be discharged from all further duties and liabilities hereunder the trust hereby created by giving to so notifying the Issuer 90 days’ notice Issuer. The Holders of a majority in writing or such shorter notice as aggregate principal amount of the Issuer then outstanding Securities may accept as sufficient. If at any time a material conflict of interest exists in the Trustee’s or Collateral Trustee’s role as a fiduciary hereunder remove the Trustee or Collateral Trustee, as applicable, shall, within 30 days after ascertaining that such a material conflict of interest exists, either eliminate such material conflict of interest or resign in by so notifying the manner and with the effect specified in this Section 13.2. The validity and enforceability of this Indenture and of the Notes issued hereunder shall not be affected in any manner whatsoever by reason only that such a material conflict of interest exists. In the event of the Trustee or Collateral Trustee resigning or being removed or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Issuer shall forthwith appoint a new Trustee or Collateral Trustee, as applicable, unless and the Issuer in writing, and may appoint a new successor Trustee or Collateral Trustee, as applicable. The Issuer shall remove the Trustee or Collateral Trustee if: (i) the Trustee or Collateral Trustee, as applicable, has already been appointed fails to comply with Section 7.09; (ii) the Trustee or Collateral Trustee, as applicable, is adjudged bankrupt or insolvent, or an order for relief is entered with respect to the Trustee or Collateral Trustee under any Bankruptcy Law; (iii) a receiver or other public officer takes charge of the Trustee or Collateral Trustee, as applicable, or its property; or (iv) the Trustee or Collateral Trustee, as applicable, otherwise becomes incapable of acting. (c) If the Trustee or Collateral Trustee resigns, is removed by the Issuer or by the Holders of a majority in accordance with principal amount of the provisions hereof. Failing Securities and such Holders do not reasonably promptly appoint a successor Trustee or Collateral Trustee, as applicable, or if a vacancy exists in the office of Trustee or Collateral Trustee, as applicable, for any reason (the Trustee or Collateral Trustee, as applicable, in any such event being referred to herein as the retiring Trustee or retiring Collateral Trustee, as applicable), the Issuer shall promptly appoint a successor Trustee or Collateral Trustee, as applicable. (d) A successor Trustee or Collateral Trustee, as applicable, shall deliver a written acceptance of its appointment by the Issuer, to the retiring Trustee or Collateral Trustee, as applicable, or any Holder may apply and to a judge of the British Columbia Supreme Court, on such notice as such Judge may direct at the Issuer’s expense, for . Thereupon the appointment of a new Trustee resignation or Collateral Trustee, as applicable, but any new Trustee or Collateral Trustee, as applicable, so appointed by the Issuer or by the Court shall be subject to removal as aforesaid by the Holders and the appointment of such new Trustee or Collateral Trustee, as applicable, shall be effective only upon such new Trustee or Collateral Trustee, as applicable, becoming bound by this Indenture. Any new Trustee or Collateral Trustee, as applicable, appointed under any provision of this Section 13.2 shall be a corporation authorized to carry on the business of a trust company in one or more of the Provinces of Canada. On any new appointment the new Trustee or Collateral Trustee, as applicable, shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Trustee or Collateral Trustee, as applicable. (b) Any entity into which the Trustee or Collateral Trustee, as applicable, may be merged or, with or to which it may be consolidated, amalgamated or sold, or any entity resulting from any merger, consolidation, sale or amalgamation to which the Trustee or Collateral Trustee, as applicable, shall be a party, shall be the successor Trustee or Collateral Trustee, as applicable, under this Indenture without the execution of any instrument or any further act. Nevertheless, upon the written request of the successor Trustee or Collateral Trustee, as applicable, or of the Issuer, the Trustee or Collateral Trustee, as applicable, ceasing to act shall execute and deliver an instrument assigning and transferring to such successor Trustee or Collateral Trustee, as applicable, upon the trusts herein expressed, all the rights, powers and trusts of the retiring Trustee or Collateral Trustee, as applicable, so ceasing to actshall become effective, and the successor Trustee or Collateral Trustee, as applicable, shall duly assignhave all the rights, powers and duties of the Trustee or Collateral Trustee, as applicable, under this Indenture. The successor Trustee or Collateral Trustee, as applicable, shall mail a notice of its succession to the Holders. The retiring Trustee or Collateral Trustee, as applicable, shall promptly transfer and deliver all property and money held by such it as Trustee or Collateral Trustee, as applicable, to the successor Trustee or Collateral Trustee, as applicable, so appointed subject to the Lien provided for in its placeSection 7.06 and provided that all sums owing to the Trustee hereunder have been paid. Should any deed, conveyance or instrument in writing from the Issuer or any Guarantor be required by any new The retiring Trustee or Collateral Trustee, as applicable, shall have no responsibility or liability for more fully and certainly vesting in and confirming to it such estates, properties, rights, powers and trusts, then any and all such deeds, conveyances and instruments in writing shall on request action or inaction of said new a successor Trustee. (e) If a successor Trustee or Collateral Trustee, as applicable, be madedoes not take office within 60 days after the retiring Trustee or Collateral Trustee, executedas applicable, acknowledged and delivered by resigns or is removed, the retiring Trustee or Collateral Trustee, as applicable, or the Holders of at least 10% in aggregate principal amount of the then outstanding Securities may petition at the expense of the Issuer any court of competent jurisdiction for the appointment of a successor Trustee or such GuarantorCollateral Trustee, as applicable. (f) If the Trustee or Collateral Trustee, as applicable, fails to comply with Section 7.09, any Holder who has been a bona fide holder of a Security for at least six months may petition any court of competent jurisdiction for the removal of the Trustee or Collateral Trustee, as applicable, and the appointment of a successor Trustee or Collateral Trustee, as applicable. (g) Notwithstanding the replacement of the Trustee or Collateral Trustee, as applicable, pursuant to this Section, the Issuer’s obligations under Section 7.06 shall continue for the benefit of the retiring Trustee or retiring Collateral Trustee, as applicable.

Replacement of Trustee or Collateral Trustee. (a) A resignation or removal of the Trustee or the Collateral Trustee and appointment of a successor Trustee or a successor Collateral Trustee will become effective only upon the successor Trustee’s or successor Collateral Trustee’s acceptance of appointment as provided in this Section 7.07. (b) The Trustee or the Collateral Trustee may resign its trust in writing at any time and be discharged from all further duties the trust hereby created by so notifying the Partnership. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee or the Collateral Trustee by so notifying the Trustee or the Collateral Trustee, as the case may be, and liabilities hereunder by giving the Partnership in writing not less than 30 days prior to the Issuer 90 days’ notice in writing effective date of such removal. The Partnership may remove the Trustee or such shorter notice as the Issuer may accept as sufficient. Collateral Trustee if: (1) the Trustee fails to comply with Section 7.09 hereof; (2) the Trustee or the Collateral Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee or the Collateral Trustee under any Bankruptcy Law; (3) a custodian or public officer takes charge of the Trustee or the Collateral Trustee or its property; or (4) the Trustee or the Collateral Trustee becomes incapable of acting. (c) If at any time the Trustee or the Collateral Trustee resigns or is removed or if a material conflict of interest vacancy exists in the Trustee’s office of Trustee or Collateral Trustee for any reason, the Partnership will promptly appoint a successor Trustee or successor Collateral Trustee, as the case may be. Within one year after the successor Trustee or successor Collateral Trustee takes office, in the case of the successor Trustee the Holders of a majority in aggregate principal amount of the then outstanding Notes, or in the case of a successor Collateral Trustee, the Holders of a majority in aggregate principal amount of the then outstanding Second Lien Debt calculated in accordance with Section 7.2 of the Collateral Trust Agreement, may, at the Partnership’s role as expense, appoint a fiduciary hereunder successor Trustee or successor Collateral Trustee to replace the successor Trustee or successor Collateral Trustee appointed by the Partnership. (d) If a successor Trustee or successor Collateral Trustee does not take office within 60 days after the retiring Trustee or Collateral Trustee resigns or is removed, the retiring Trustee or Collateral Trustee, as applicablethe Partnership, shall, within 30 days after ascertaining that such a material conflict of interest exists, either eliminate such material conflict of interest or resign in the manner and with the effect specified in this Section 13.2. The validity and enforceability of this Indenture and case of the Notes issued hereunder shall not be affected successor Trustee the Holders of at least 10% in any manner whatsoever by reason only that such a material conflict of interest exists. In the event aggregate principal amount of the then outstanding Notes, or in the case of a successor Collateral Trustee, the Holders of a majority in aggregate principal amount of the then outstanding Second Lien Debt calculated in accordance with Section 7.2 of the Collateral Trust Agreement, may, at the Partnership’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee or a successor Collateral Trustee, which in the case of the Collateral Trustee, must be a bank or trust company: (1) authorized to exercise corporate trust powers, and (2) having a combined capital and surplus of at least $250,000,000. (e) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.09 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. (f) A successor Trustee or Collateral Trustee resigning or being removed or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable will deliver a written acceptance of acting hereunder, the Issuer shall forthwith appoint a new Trustee or Collateral Trustee, as applicable, unless a new Trustee or Collateral Trustee, as applicable, has already been appointed by the Holders in accordance with the provisions hereof. Failing such its appointment by the Issuer, to the retiring Trustee or Collateral Trustee, as applicable, and to the Partnership. Thereupon, the resignation or any Holder may apply to a judge removal of the British Columbia Supreme Court, on such notice as such Judge may direct at the Issuer’s expense, for the appointment of a new retiring Trustee or Collateral TrusteeTrustee will become effective, as applicable, but any new Trustee or Collateral Trustee, as applicable, so appointed by the Issuer or by the Court shall be subject to removal as aforesaid by the Holders and the appointment of such new Trustee or Collateral Trustee, as applicable, shall be effective only upon such new Trustee or Collateral Trustee, as applicable, becoming bound by this Indenture. Any new Trustee or Collateral Trustee, as applicable, appointed under any provision of this Section 13.2 shall be a corporation authorized to carry on the business of a trust company in one or more of the Provinces of Canada. On any new appointment the new Trustee or Collateral Trustee, as applicable, shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as Trustee or Collateral Trustee, as applicable. (b) Any entity into which the Trustee or Collateral Trustee, as applicable, may be merged or, with or to which it may be consolidated, amalgamated or sold, or any entity resulting from any merger, consolidation, sale or amalgamation to which the Trustee or Collateral Trustee, as applicable, shall be a party, shall be the successor Trustee or successor Collateral Trustee, as applicable, under this Indenture without the execution of any instrument or any further act. Nevertheless, upon the written request of the successor Trustee or Collateral Trustee, as applicable, or of the Issuer, the Trustee or Collateral Trustee, as applicable, ceasing to act shall execute and deliver an instrument assigning and transferring to such successor Trustee or Collateral Trustee, as applicable, upon the trusts herein expressed, will have all the rights, powers and trusts duties of the Trustee or the Collateral Trustee under this Indenture. The successor Trustee or successor Collateral Trustee will mail a notice of its succession to Holders. The retiring Trustee or Collateral Trustee will promptly transfer all property held by it as Trustee or Collateral Trustee to the successor Trustee or successor Collateral Trustee; provided all sums owing to the Trustee or Collateral Trustee hereunder have been paid and subject to the Lien provided for in Section 7.06 hereof. Notwithstanding replacement of the Trustee or Collateral Trustee pursuant to this Section 7.07, the Partnership’s and Guarantors’ obligations under Section 7.06 hereof will continue for the benefit of the retiring Trustee or Collateral Trustee, as applicable, so ceasing to act, and shall duly assign, transfer and deliver all property and money held by such . (g) Upon the retirement or removal of the Trustee or Collateral TrusteeTrustee hereunder, as applicable, to the retired or removed Trustee or Collateral Trustee shall have no responsibility or liability for any action or inaction of a successor Trustee or Collateral Trustee, as applicable, so appointed in its place. Should any deed, conveyance or instrument in writing from the Issuer or any Guarantor be required by any new Trustee or Collateral Trustee, as applicable, for more fully and certainly vesting in and confirming to it such estates, properties, rights, powers and trusts, then any and all such deeds, conveyances and instruments in writing shall on request of said new Trustee or Collateral Trustee, as applicable, be made, executed, acknowledged and delivered by the Issuer or such Guarantor, as applicable.