Common use of Replacement of Warrant Agent; Successor by Mxxxxx Clause in Contracts

Replacement of Warrant Agent; Successor by Mxxxxx. (1) The Warrant Agent may resign its agency and be discharged from all further duties and liabilities hereunder, subject to this Section 9.8, by giving to the Corporation not less than 60 days' prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Registered Warrantholders by Extraordinary Resolution shall have power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Registered Warrantholders; failing such appointment by the Corporation, the retiring Warrant Agent or any Registered Warrantholder may apply to a judge of the Supreme Court of British Columbia on such notice as such judge may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Corporation or by the court shall be subject to removal as aforesaid by the Registered Warrantholders. Any new warrant agent appointed under any provision of this Section 9.8 shall be an entity authorized to carry on the business of a trust company in the Province of British Columbia and, if required by the Applicable Legislation for any other provinces, in such other provinces. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as warrant agent hereunder without further assurance, conveyance, act or deed; but there will be immediately executed, all such conveyances or other instruments as may, in the opinion of Counsel, be necessary or advisable for the purpose of assuring such powers, rights, duties and responsibilities of the new warrant agent, provided that, any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Corporation, the predecessor warrant agent, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Corporation shall promptly notify the Registered Warrantholders thereof in the manner provided for in Section 10.2. (3) Any Warrant Certificates Authenticated but not delivered by a predecessor warrant agent may be Authenticated by the successor warrant agent in the name of the successor warrant agent. (4) Any corporation into which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Warrant Agent shall be a party, or any corporation succeeding to substantially the corporate trust business of the Warrant Agent shall be the successor to the Warrant 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 successor warrant agent under Section 9.8(1).

Replacement of Warrant Agent; Successor by Mxxxxx. (1) The Warrant Agent may resign its agency and be discharged from all further duties and liabilities hereunder, subject to this Section 9.8, by giving to the Corporation not less than 60 days' ’ prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Registered Warrantholders by Extraordinary Resolution shall have power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Registered Warrantholders; failing such appointment by the Corporation, the retiring Warrant Agent or any Registered Warrantholder may apply to a judge of the Supreme Court of the Province of British Columbia on such notice as such judge may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Corporation or by the court Court shall be subject to removal as aforesaid by the Registered Warrantholders. Any new warrant agent appointed under any provision of this Section 9.8 shall be an entity authorized to carry on the business of a trust company in the Province of British Columbia and, if required by the Applicable Legislation for any other provinces, in such other provinces. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as warrant agent hereunder without further assurance, conveyance, act or deed; but there will be immediately executed, all such conveyances or other instruments as may, in the opinion of Counsel, be necessary or advisable for the purpose of assuring such powers, rights, duties and responsibilities of the new warrant agent, provided that, any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Corporation, the predecessor warrant agent, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Corporation shall promptly notify the Registered Warrantholders thereof in the manner provided for in Section 10.2. (3) Any Warrant Certificates Authenticated but not delivered by a predecessor warrant agent Warrant Agent may be Authenticated by the successor warrant agent Warrant Agent in the name of the predecessor or successor warrant agentWarrant Agent. (4) Any corporation into which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Warrant Agent shall be a party, or any corporation succeeding to substantially the corporate trust business of the Warrant Agent shall be the successor to the Warrant 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 successor warrant agent Warrant Agent under Section 9.8(1).

Replacement of Warrant Agent; Successor by Mxxxxx. (1) The Warrant Agent may resign its agency and be discharged from all further duties and liabilities hereunder, subject to this Section 9.8, by giving to the Corporation not less than 60 days' prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Registered Warrantholders by Extraordinary Resolution shall have power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Registered Warrantholders; failing such appointment by the Corporation, the retiring Warrant Agent or any Registered registered Warrantholder may apply to a judge of the Supreme Superior Court of British Columbia the Province of Ontario on such notice as such judge may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Corporation or by the court Court shall be subject to removal as aforesaid by the Registered Warrantholders. Any new warrant agent appointed under any provision of this Section 9.8 shall be an entity authorized to carry on the business of a trust company in the Province of British Columbia Ontario and, if required by the Applicable Legislation for any other provinces, in such other provinces. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as warrant agent hereunder without further assurance, conveyance, act or deed; but there will be immediately executed, all such conveyances or other instruments as may, in the opinion of Counsel, be necessary or advisable for the purpose of assuring such powers, rights, duties and responsibilities of the new warrant agent, provided that, any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Corporation, the predecessor warrant agent, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Corporation shall promptly notify the Registered Warrantholders thereof in the manner provided for in Section 10.2. (3) Any Warrant Certificates Authenticated but not delivered by a predecessor warrant agent Warrant Agent may be Authenticated adopted and delivered by the successor warrant agent in the name of the predecessor or successor warrant agent: and in case at that time any of the Warrant Certificates have not been countersigned, the Warrant Agent may countersign such Warrant Certificates either in its prior name or in its changed name; and in all such cases such Warrant Certificates will have the full force provided in the Warrant Certificates and in this Indenture. In case at any time the name of the Warrant Agent is changed and at such time any of the Warrant Certificates have been countersigned but not delivered, the Warrant Agent may adopt the countersignature under its prior name and deliver Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates have not been countersigned, the Warrant Agent may countersign such Warrant Certificates either in its prior name or in its changed name; and in all such cases such Warrant Certificates will have the full force provided in the Warrant Certificates and in this Indenture. (4) Any corporation into which the Warrant 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 Warrant Agent shall be a party, or any corporation succeeding to substantially the corporate trust business of the Warrant Agent shall be the successor to the Warrant 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 successor warrant agent Warrant Agent under Section 9.8(1).

Replacement of Warrant Agent; Successor by Mxxxxx. (1) The Warrant Agent may resign its agency and be discharged from all further duties and liabilities hereunder, subject to this Section 9.8, by giving to the Corporation not less than 60 days' ’ prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Registered Warrantholders by Extraordinary Resolution shall have power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Registered Warrantholders; failing such appointment by the Corporation, the retiring Warrant Agent or any Registered Warrantholder may apply to a judge of the Supreme Court Province of British Columbia Ontario on such notice as such judge may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Corporation or by the court Court shall be subject to removal as aforesaid by the Registered Warrantholders. Any new warrant agent appointed under any provision of this Section 9.8 shall be an entity authorized to carry on the business of a trust company in the Province one or more province of British Columbia Canada and, if required by the Applicable Legislation for any other provinces, in such other provinces. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as warrant agent hereunder without further assurance, conveyance, act or deed; but there will be immediately executed, all such conveyances or other instruments as may, in the opinion of Counsel, be necessary or advisable for the purpose of assuring such powers, rights, duties and responsibilities of the new warrant agent, provided that, any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Corporation, the predecessor warrant agent, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Corporation shall promptly notify the Registered Warrantholders thereof in the manner provided for in Section 10.2. (3) Any Warrant Certificates Authenticated but not delivered by a predecessor warrant agent Warrant Agent may be Authenticated by the successor warrant agent Warrant Agent in the name of the predecessor or successor warrant agentWarrant Agent. (4) Any corporation into which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Warrant Agent shall be a party, or any corporation succeeding to substantially the corporate trust business of the Warrant Agent shall be the successor to the Warrant 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 successor warrant agent Warrant Agent under Section 9.8(1).

Replacement of Warrant Agent; Successor by Mxxxxx. (1) The Warrant Agent may resign its agency and be discharged from all further duties and liabilities hereunder, subject to this Section 9.8, by giving to the Corporation not less than 60 days' ’ prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Registered Warrantholders by Extraordinary Resolution and with the written consent of the Corporation (such consent not to be unreasonably withheld) shall have power at any time to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Registered Warrantholders; failing such appointment by the Corporation, the retiring Warrant Agent or any Registered Warrantholder may apply to a judge of the Supreme Court Province of British Columbia Ontario on such notice as such judge may direct, for the appointment of a new warrant agentWarrant Agent; but any new warrant agent Warrant Agent so appointed by the Corporation or by the court Court shall be subject to removal as aforesaid by the Registered Warrantholders. Any new warrant agent Warrant Agent appointed under any provision of this Section 9.8 shall be an entity authorized to carry on the business of a trust company in the Province of British Columbia Ontario and, if required by the Applicable Legislation for any other provinces, in such other provinces. On any such appointment the new warrant agent Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as warrant agent hereunder without further assurance, conveyance, act or deed; but there will be immediately executed, all such conveyances or other instruments as may, in the opinion of Counsel, be necessary or advisable for the purpose of assuring such powers, rights, duties and responsibilities of the new warrant agent, provided that, any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Corporation, the predecessor warrant agent, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agentWarrant Agent, the Corporation shall promptly notify the Registered Warrantholders thereof in the manner provided for in Section 10.2. (3) Any Warrant Certificates Authenticated but not delivered by a predecessor warrant agent Warrant Agent may be Authenticated by the successor warrant agent Warrant Agent in the name of the successor warrant agentWarrant Agent. (4) Any corporation into which the Warrant Agent may be merged or consolidated or amalgamatedamalgamated 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 Warrant Agent shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Warrant Agent shall be the successor to the Warrant 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 successor warrant agent Warrant Agent under Section 9.8(1).

Replacement of Warrant Agent; Successor by Mxxxxx. (1) The Warrant Agent may resign its agency and be discharged from all further duties and liabilities hereunder, subject to this Section 9.8, by giving to the Corporation not less than 60 days' ’ prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Registered Warrantholders by Extraordinary Resolution shall have power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Registered Warrantholders; failing such appointment by the Corporation, the retiring Warrant Agent or any Registered Warrantholder may apply to a judge of the Supreme Superior Court of British Columbia the Province of Ontario on such notice as such judge may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Corporation or by the court Court shall be subject to removal as aforesaid by the Registered Warrantholders. Any new warrant agent appointed under any provision of this Section 9.8 shall be an entity authorized to carry on the business of a trust company in the Province of British Columbia Ontario and, if required by the Applicable Legislation for any other provinces, in such other provinces. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as warrant agent hereunder without further assurance, conveyance, act or deed; but there will be immediately executed, all such conveyances or other instruments as may, in the opinion of Counsel, be necessary or advisable for the purpose of assuring such powers, rights, duties and responsibilities of the new warrant agent, provided that, any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Corporation, the predecessor warrant agent, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder. (2) Upon the appointment of a successor warrant agent, the Corporation shall promptly notify the Registered Warrantholders thereof in the manner provided for in Section 10.2. (3) Any Warrant Certificates Authenticated but not delivered by a predecessor warrant agent Warrant Agent may be Authenticated by the successor warrant agent Warrant Agent in the name of the successor warrant agentWarrant Agent. (4) Any corporation into which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Warrant Agent shall be a party, or any corporation succeeding to substantially the corporate trust business of the Warrant Agent shall be the successor to the Warrant 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 successor warrant agent Warrant Agent under Section 9.8(1).

Replacement of Warrant Agent; Successor by Mxxxxx. (1) The Warrant Agent may resign its agency and be discharged from all further duties and liabilities hereunder, subject to this Section 9.8, by giving to the Corporation not less than 60 days' days prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Registered Warrantholders by Extraordinary Resolution shall have power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Registered Warrantholders; failing such appointment by the Corporation, the retiring Warrant Agent (at the expense of the Corporation) or any Registered Warrantholder may apply to a judge of the Supreme Court of British Columbia King's Bench of the Province of Alberta on such notice as such judge may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Corporation or by the court Court shall be subject to removal as aforesaid by the Registered Warrantholders. Any new warrant agent appointed under any provision of this Section 9.8 shall be an entity authorized to carry on the business of a trust company in the Province of British Columbia Alberta and, if required by the Applicable Legislation for any other provinces, in such other provinces. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as warrant agent hereunder without further assurance, conveyance, act Warrant Agent hereunder. At the request of the Corporation or deed; but there will be immediately executed, all such conveyances or other instruments as may, in the opinion of Counsel, be necessary or advisable for the purpose of assuring such powers, rights, duties and responsibilities of the new warrant agent, provided thatthe retiring Warrant Agent, any resignation or removal upon payment of the Warrant Agent and appointment of a successor warrant agent shall have executed an appropriate instrument accepting such appointment andamounts, at the request of the Corporationif any, the predecessor warrant agentdue to it pursuant to Section 5.2, shall execute duly assign, transfer and deliver to the successor warrant agent an appropriate instrument transferring to such successor new warrant agent all rights property and powers of money held and all records kept by the retiring Warrant Agent hereunderhereunder or in connection herewith. (2) Upon the appointment of a successor warrant agent, the Corporation shall promptly notify the Registered Warrantholders thereof in the manner provided for in Section 10.2. (3) Any Warrant Certificates Authenticated but not delivered by a predecessor warrant agent Warrant Agent may be Authenticated by the successor warrant agent in the name of the predecessor or successor warrant agentWarrant Agent. (4) Any corporation into which the Warrant Agent may be merged or consolidated or amalgamatedamalgamated 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 Warrant Agent shall be a party, or any corporation succeeding to substantially all of the corporate trust business of the Warrant Agent shall be the successor to the Warrant 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 successor warrant agent Warrant Agent under Section subsection 9.8(1).

Replacement of Warrant Agent; Successor by Mxxxxx. (1a) The Warrant Agent may resign its agency and be discharged from all further duties and liabilities hereunder, subject to this Section 9.8, by giving to the Corporation not less than 60 30 days' prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Registered Warrantholders by Extraordinary Resolution shall have power at any time to remove the existing Warrant Agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Registered Warrantholders; failing such appointment by the Corporation, the retiring Warrant Agent (at the expense of the Corporation) or any Registered Warrantholder may apply to a judge of the Supreme Superior Court of British Columbia Justice of the province of Ontario on such notice as such judge may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Corporation or by the court Court shall be subject to removal as aforesaid by the Registered Warrantholders. Any new warrant agent appointed under any provision of this Section 9.8 shall be an entity authorized to carry on the business of a trust company in the Province of British Columbia Ontario and, if required by the Applicable Legislation for any other provinces, in such other provinces. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as warrant agent hereunder without further assurance, conveyance, act or deed; but there will be immediately executed, all such conveyances or other instruments as may, in the opinion of Counsel, be necessary or advisable for the purpose of assuring such powers, rights, duties and responsibilities of the new warrant agent, provided that, any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Corporation, the predecessor warrant agent, shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder. (2b) Upon the appointment of a successor warrant agent, the Corporation shall promptly notify the Registered Warrantholders thereof in the manner provided for in Section 10.2. (3c) Any Upon payment by the Corporation to the retiring Warrant Certificates Authenticated but not delivered by a predecessor warrant agent may be Authenticated by Agent of any and all outstanding fees or charges still properly owing to it, the retiring Warrant Agent shall undertake to transfer all requisite files, inventory and other records to the successor warrant agent in the name upon request of the successor warrant agentCorporation. (4) Any corporation into which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Warrant Agent shall be a party, or any corporation succeeding to substantially the corporate trust business of the Warrant Agent shall be the successor to the Warrant 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 successor warrant agent under Section 9.8(1).

Replacement of Warrant Agent; Successor by Mxxxxx. (1a) The Warrant Agent may resign its agency trust and be discharged from all further duties and liabilities hereunder, subject to this Section 9.8subsection 11.7(a), by giving to the Corporation not less than 60 days' thirty (30) days prior notice in writing or such shorter prior notice as the Corporation may accept as sufficient. The Registered Warrantholders by Extraordinary Resolution shall have power at any time to remove the existing Warrant Agent warrant agent and to appoint a new warrant agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall forthwith appoint a new warrant agent unless a new warrant agent has already been appointed by the Registered Warrantholders; failing such appointment by the Corporation, the retiring Warrant Agent warrant agent or any Registered Warrantholder may apply to a judge of the Supreme Ontario Court of British Columbia Justice (the “Court”), at the Corporation’s expense, on such notice as such judge justice may direct, for the appointment of a new warrant agent; but any new warrant agent so appointed by the Corporation or by the court Court shall be subject to removal as aforesaid by the Registered Warrantholders. Any new warrant agent appointed under any provision of this Section 9.8 11.7 shall be an entity a company authorized to carry on the business of a trust company in the Province of British Columbia and, if required by Ontario in the Applicable Legislation for any other provinces, case of the Canadian Warrant Agent and in such other provincesthe State of New York in the case of the U.S. Warrant Agent. On any such appointment the new warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as warrant agent hereunder without any further assurance, conveyance, act or deed; but there will shall be immediately executed, at the expense of the Corporation, all such conveyances or other instruments as may, in the opinion of Counselcounsel, be necessary or advisable for the purpose of assuring such powers, rights, duties and responsibilities of the same to the new warrant agent, provided that, any resignation or removal of the Warrant Agent warrant agent and appointment of a successor warrant agent shall not become effective until the successor warrant agent shall have executed an appropriate instrument accepting such appointment and, at the request of the Corporation, the predecessor warrant agent, agent shall execute and deliver to the successor warrant agent an appropriate instrument transferring to such successor warrant agent all rights and powers of the Warrant Agent hereunder. (2b) Upon the appointment of a successor warrant agent, the Corporation shall promptly notify the Registered Warrantholders thereof in the manner provided for in Section 10.23.6. (3) Any Warrant Certificates Authenticated but not delivered by a predecessor warrant agent may be Authenticated by the successor warrant agent in the name of the successor warrant agent. (4c) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Warrant Agent shall be a partythereof, or any corporation succeeding to substantially or acquiring the corporate trust warrant agency business of the Warrant Agent shall be the successor to the Warrant 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 warrant agent Warrant Agent under Section 9.8(1subsection 11.7(a).

Replacement of Warrant Agent; Successor by Mxxxxx. (1a) The Warrant Agent may resign its agency trust and be discharged from all further duties and liabilities hereunder, subject to this Section 9.8, hereunder by giving to the Corporation Company not less than 60 days' 45 days prior notice in writing or such shorter prior notice as the Corporation Company may accept as sufficient. The Registered Warrantholders by Extraordinary Resolution shall will have the power at any time to remove the existing Warrant Agent and to appoint a new warrant agentWarrant Agent. In the event of the Warrant Agent resigning or being removed as aforesaid or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, the Corporation shall Company will forthwith appoint a new warrant agent Warrant Agent unless a new warrant agent Warrant Agent has already been appointed by the Registered Warrantholders; failing such appointment by the CorporationCompany, the retiring Warrant Agent or any Registered Warrantholder may apply to a judge justice of the British Columbia Supreme Court of British Columbia at the Company's expense, on such notice as such judge justice may direct, for the appointment of a new warrant agentWarrant Agent; but any new warrant agent Warrant Agent so appointed by the Corporation Company or by the court shall Court will be subject to removal as aforesaid by the Registered Warrantholders. Any new warrant agent Warrant Agent appointed under any provision of this Section 9.8 shall section 8.8 will be an entity a corporation authorized to carry on the business of a trust company in the Province of British Columbia and, if required by the Applicable Legislation for of any other provincesprovince, in such other provincesprovince. On any such appointment the new warrant agent shall Warrant Agent will be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as warrant agent hereunder Warrant Agent without any further assurance, conveyance, act or deed; but there will be immediately executed, at the expense of the Company, all such conveyances or other instruments as may, in the opinion of Counselcounsel, be necessary or advisable for the purpose of assuring such powers, rights, duties and responsibilities of the same to the new warrant agentWarrant Agent, provided that, that any resignation or removal of the Warrant Agent and appointment of a successor warrant agent shall Warrant Agent will not become effective until the successor Warrant Agent will have executed an appropriate instrument accepting such appointment and, at the request of the CorporationCompany, the predecessor warrant agentWarrant Agent, shall upon payment of its outstanding remuneration and expenses, will execute and deliver to the successor warrant agent Warrant Agent an appropriate instrument transferring to such successor warrant agent Warrant Agent all rights and powers of the Warrant Agent hereunder and all securities, documents of title and other instruments and all monies and properties held by the Warrant Agent hereunder. (2b) Upon the appointment of a successor warrant agentWarrant Agent, the Corporation shall Company will promptly notify the Registered Warrantholders thereof in the manner provided for in Section section 10.2. (3) Any Warrant Certificates Authenticated but not delivered by a predecessor warrant agent may be Authenticated by the successor warrant agent in the name of the successor warrant agent. (4c) Any corporation into or with which the Warrant Agent may be merged or consolidated or amalgamated, or any corporation resulting therefrom to which the Warrant Agent shall be a party, or any corporation succeeding to substantially the corporate trust business of the Warrant Agent shall Agent, will be the successor to the Warrant Agent hereunder without any further act on its part or of any of the parties hereto, provided that such corporation would be eligible for appointment as successor warrant agent a new Warrant Agent under Section 9.8(1subsection 8.8(a). (d) Any Warrants certified but not delivered by a predecessor Warrant Agent may be certified by the successor Warrant Agent in the name of the predecessor or successor Warrant Agent.