Common use of Resignation or Removal of Trustee; Conflict of Interest Clause in Contracts

Resignation or Removal of Trustee; Conflict of Interest. (1) New Transit and the Partnership, shall have the power at any time, on notice in writing duly executed by both New Transit and the Partnership, to the Trustee to remove the existing Trustee and to appoint a new or successor Trustee. (2) The Trustee may resign its trust after giving 60 days’ notice in writing to New Transit and the Partnership or such shorter notice as New Transit and the Partnership may accept as sufficient, provided that no such voluntary resignation shall be effective until a replacement Trustee acceptable to New Transit and the Partnership has been appointed in accordance with Section 5.01(4) and has executed a written agreement pursuant to and in compliance with Section 6.01 of the Voting Agreement whereby such replacement Trustee agrees to assume the obligations of the Trustee hereunder, under the Voting Agreement and under any other contract pursuant to which the Trustee is obligated. The Trustee shall resign if: (i) a material conflict of interest arises in its role as a trustee under this Agreement, (ii) it ceases to be authorized to carry on the business of a trust company in each of the Provinces of Canada or (iii) it becomes controlled by a non-resident person or group of non-resident persons for the purposes of the ITA, and is not rectified within 90 days after the Trustee becomes aware that it has such a material conflict of interest, has lost such authorization or has become so controlled. Forthwith after the Trustee becomes aware that it has a material conflict of interest it shall provide New Transit and the Partnership with written notice of the nature of that conflict. Upon such resignation, the Trustee shall be discharged from all further duties and liabilities under this Agreement. If, notwithstanding the foregoing provisions of this Section 5.01(2), the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 5.01(2), any interested party may apply to a judge of the Ontario Superior Court of Justice, on such notice as such judge may direct, for an order that the Trustee be replaced as trustee hereunder. The Trustee represents to New Transit and the Partnership that at the time of the execution and delivery hereof no material conflict of interest exists in the Trustee’s role as a fiduciary hereunder. The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee in its reasonable judgment determines that such act would reasonably be expected to cause it to be in non-compliance with any applicable laws including, without limitation, anti-money laundering or anti-terrorist legislation, economic sanction, regulation or guideline. Further, should the Trustee, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days written notice to New Transit and the Partnership, provided (i) that the Trustee’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Trustee’s satisfaction within such 10 day period, then such resignation shall not be effective. (3) In the event of the Trustee resigning or being removed or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, New Transit and the Partnership may forthwith appoint a replacement Trustee; failing which the retiring Trustee may apply to a judge of the Ontario Superior Court of Justice, on such notice as such judge may direct, for the appointment of a replacement Trustee. Any replacement Trustee appointed under any provision of this Section 5.01 shall be a corporation authorized to carry on a trust business as contemplated hereby in each of the Provinces of Canada, shall not be controlled by a non-resident person or group of non-resident persons for the purposes of the ITA and shall not have a material conflict of interest in its role as a fiduciary under this Agreement. The expense of any act, document or other instrument or thing required under this Section 5.01 will be satisfied from the Trust Property. (4) Subject to Section 5.01(1), Section 5.01(2) and Section 5.01(3), any replacement or successor Trustee shall, forthwith upon appointment, become vested with all the estates, properties, rights, powers, duties, responsibilities and trusts of its predecessor in the trusts hereunder, with like effect as if originally named as Trustee herein. Nevertheless, upon the written request of the replacement or successor Trustee and upon payment of any outstanding undisputed fees and expenses, the Trustee ceasing to act will do, make, execute and deliver or cause to be done, made, executed or delivered all such acts, documents, deeds or other instruments and things as may be necessary or desirable in order to more effectively assign, transfer and deliver to, and vest in, the replacement or successor Trustee upon the trusts herein expressed, all the rights, powers and trusts of, and all property and money held by, the trustee so ceasing to act. (5) Any company into which the Trustee may be merged or with which it may be consolidated or amalgamated, any company resulting from any merger, consolidation or amalgamation to which the Trustee shall be a party or any company to which the Trustee may transfer all or substantially all of its corporate trust business shall be a successor Trustee under this Agreement without the execution of any instrument or any further act; provided that such successor Trustee shall be a corporation qualified to carry on a trust business as contemplated hereby in each of the Provinces of Canada, shall not be controlled by a non-resident person or group of non-resident persons for the purposes of the ITA and shall not have a material conflict of interest in its role as a fiduciary under this Agreement.

Resignation or Removal of Trustee; Conflict of Interest. (1a) New Transit The Trustee represents and the Partnership, shall have the power at any time, on notice in writing duly executed by both New Transit and the Partnership, warrants to the Trustee Issuer that at the time of the execution and delivery of this Indenture no material conflict of interest exists with respect to remove the existing Trustee and to appoint Trustee’s role as a new or successor Trusteefiduciary hereunder. (2b) The Trustee may resign its trust after as trustee hereunder by giving 60 not less than sixty (60) days’ notice in writing to New Transit and the Partnership Issuer or such shorter notice as New Transit and the Partnership Issuer may accept as sufficient, provided that no such voluntary resignation shall be effective until a replacement Trustee acceptable to New Transit and the Partnership has been appointed in accordance with Section 5.01(4) and has executed a written agreement pursuant to and in compliance with Section 6.01 of the Voting Agreement whereby such replacement Trustee agrees to assume the obligations of the Trustee hereunder, under the Voting Agreement and under any other contract pursuant to which the Trustee is obligated. The Trustee shall resign if: (i) if a material conflict of interest arises in with respect to its role as a trustee under this Agreement, (ii) it ceases to be authorized to carry on the business of a trust company in each of the Provinces of Canada or (iii) it becomes controlled by a non-resident person or group of non-resident persons for the purposes of the ITA, and Indenture that is not rectified eliminated within 90 ninety (90) days after the Trustee becomes aware that it has of such a material conflict of interest, has lost such authorization or has become so controlled. Forthwith Immediately after the Trustee becomes aware that it has a material conflict of interest it shall provide New Transit and the Partnership Issuer with written notice of the nature of that conflict. Upon any such resignation, the Trustee shall be discharged from all further duties and liabilities under this AgreementIndenture. If, notwithstanding the foregoing provisions None of this Section 5.01(2), the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement Indenture or the Debentures shall not be affected in any manner whatsoever by reason only of the existence of such a material conflict of interestinterest on the part of the Trustee (whether arising prior to or after the date of this Indenture). If the Trustee contravenes the foregoing provisions of does not comply with this Section 5.01(2)section, any interested party Holder or the Issuer may apply to the Ontario Superior Court of Justice sitting in Toronto for an order that the Trustee be replaced as trustee under this Indenture. (c) In the event of the Trustee resigning or being removed by the Holders by Extraordinary Resolution or by the Issuer or being dissolved, becoming insolvent or bankrupt, going into liquidation or otherwise becoming incapable of acting as trustee under this Indenture, the Issuer shall immediately appoint a successor Trustee unless a successor Trustee has already been appointed by the Holders; failing such appointment by the Issuer, the retiring Trustee or any other Holder may apply to a judge of the Ontario Superior Court of Justice, on such notice as such judge may direct, for an order that the Trustee be replaced as trustee hereunder. The Trustee represents to New Transit and the Partnership that at the time of the execution and delivery hereof no material conflict of interest exists Justice sitting in the Trustee’s role as a fiduciary hereunder. The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee in its reasonable judgment determines that such act would reasonably be expected to cause it to be in non-compliance with any applicable laws including, without limitation, anti-money laundering or anti-terrorist legislation, economic sanction, regulation or guideline. Further, should the Trustee, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days written notice to New Transit and the Partnership, provided (i) that the Trustee’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Trustee’s satisfaction within such 10 day period, then such resignation shall not be effective. (3) In the event of the Trustee resigning or being removed or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, New Transit and the Partnership may forthwith appoint a replacement Trustee; failing which the retiring Trustee may apply to a judge of the Ontario Superior Court of JusticeToronto, on such notice as such judge may direct, for the appointment of a replacement successor Trustee. The successor Trustee so appointed by the Issuer or by such court shall be subject to removal by the Holders by way of an Act of Holders. Any replacement successor Trustee appointed under any provision of this Section 5.01 section shall be a corporation authorized to carry on the business of a trust business as contemplated hereby company in each Canada. On any appointment of the Provinces successor Trustee, the successor Trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named in this Indenture as Trustee. The expenses of Canadaall acts, shall not documents and Proceedings required under this section will be controlled paid by a non-resident person or group the Issuer in the same manner as if the amount thereof were fees payable to the Trustee under this Indenture. (d) Any successor Trustee shall, immediately upon appointment, become vested with all the estates, properties, rights, powers and trusts of non-resident persons for its predecessor in the purposes trusts under this Indenture, with like effect as if originally named as Trustee hereunder. Nevertheless, upon the written request of the ITA successor Trustee or of the Issuer and upon payment of all outstanding fees and expenses, the Trustee ceasing to act shall execute and deliver a document assigning and transferring to such successor Trustee, upon the trusts expressed in this Indenture, all the rights, powers and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver all property (including money) held by such Trustee to the successor Trustee in its place. Should any deed, conveyance or other document in writing from the Issuer be required by any successor Trustee 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 other documents in writing shall, on the request of the successor Trustee, be made, executed, acknowledged and delivered by the Issuer. (e) Any corporation into which the Trustee is amalgamated or with which it is consolidated or to which all or substantially all of its corporate trust business is sold or is otherwise transferred or any corporation resulting from any consolidation or amalgamation to which the Trustee is a party shall be a successor Trustee under this Indenture, without the execution of any document or any further act; provided that such successor Trustee is a corporation qualified to carry on the business of a trust company in Canada and shall not have a material conflict of interest in its role as a fiduciary under this Agreement. The expense of any act, document or other instrument or thing required under this Section 5.01 will be satisfied from the Trust PropertyIndenture. (4) Subject to Section 5.01(1), Section 5.01(2) and Section 5.01(3), any replacement or successor Trustee shall, forthwith upon appointment, become vested with all the estates, properties, rights, powers, duties, responsibilities and trusts of its predecessor in the trusts hereunder, with like effect as if originally named as Trustee herein. Nevertheless, upon the written request of the replacement or successor Trustee and upon payment of any outstanding undisputed fees and expenses, the Trustee ceasing to act will do, make, execute and deliver or cause to be done, made, executed or delivered all such acts, documents, deeds or other instruments and things as may be necessary or desirable in order to more effectively assign, transfer and deliver to, and vest in, the replacement or successor Trustee upon the trusts herein expressed, all the rights, powers and trusts of, and all property and money held by, the trustee so ceasing to act. (5) Any company into which the Trustee may be merged or with which it may be consolidated or amalgamated, any company resulting from any merger, consolidation or amalgamation to which the Trustee shall be a party or any company to which the Trustee may transfer all or substantially all of its corporate trust business shall be a successor Trustee under this Agreement without the execution of any instrument or any further act; provided that such successor Trustee shall be a corporation qualified to carry on a trust business as contemplated hereby in each of the Provinces of Canada, shall not be controlled by a non-resident person or group of non-resident persons for the purposes of the ITA and shall not have a material conflict of interest in its role as a fiduciary under this Agreement.

Resignation or Removal of Trustee; Conflict of Interest. (1) New Transit The Trustee represents and the Partnership, shall have the power at any time, on notice in writing duly executed by both New Transit and the Partnership, warrants to the Trustee Corporation that at the time of the execution and delivery of this Indenture no material conflict of interest exists with respect to remove the existing Trustee and to appoint Trustee’s role as a new or successor Trusteefiduciary hereunder. (2) The Trustee may resign its trust after as trustee hereunder by giving not less than 60 days’ days notice in writing to New Transit and the Partnership Corporation or such shorter notice as New Transit and the Partnership Corporation may accept as sufficient, provided that no such voluntary resignation shall be effective until a replacement Trustee acceptable to New Transit and the Partnership has been appointed in accordance with Section 5.01(4) and has executed a written agreement pursuant to and in compliance with Section 6.01 of the Voting Agreement whereby such replacement Trustee agrees to assume the obligations of the Trustee hereunder, under the Voting Agreement and under any other contract pursuant to which the Trustee is obligated. The Trustee shall resign if: (i) if a material conflict of interest arises in with respect to its role as a trustee under this Agreement, (ii) it ceases to be authorized to carry on the business of a trust company in each of the Provinces of Canada or (iii) it becomes controlled by a non-resident person or group of non-resident persons for the purposes of the ITA, and Indenture that is not rectified eliminated within 90 days after the Trustee becomes aware that it has of such a material conflict of interest, has lost such authorization or has become so controlled. Forthwith Immediately after the Trustee becomes aware that it has a material conflict of interest it shall provide New Transit and the Partnership Corporation with written notice of the nature of that conflict. Upon any such resignation, the Trustee shall be discharged from all further duties and liabilities under this AgreementIndenture. If, notwithstanding the foregoing provisions None of this Section 5.01(2), the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement Indenture or the Debentures shall not be affected in any manner whatsoever by reason only of the existence of such a material conflict of interestinterest on the part of the Trustee (whether arising prior to or after the date of this Indenture). If the Trustee contravenes the foregoing provisions of does not comply with this Section 5.01(2)section, any interested party Holder or the Corporation may apply to a judge of the Ontario Superior Court of Justice, on such notice as such judge may direct, Justice sitting in Toronto for an order that the Trustee be replaced as trustee hereunder. The Trustee represents to New Transit and the Partnership that at the time of the execution and delivery hereof no material conflict of interest exists in the Trustee’s role as a fiduciary hereunder. The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee in its reasonable judgment determines that such act would reasonably be expected to cause it to be in non-compliance with any applicable laws including, without limitation, anti-money laundering or anti-terrorist legislation, economic sanction, regulation or guideline. Further, should the Trustee, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days written notice to New Transit and the Partnership, provided (i) that the Trustee’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Trustee’s satisfaction within such 10 day period, then such resignation shall not be effectiveIndenture. (3) In the event of the Trustee resigning or being removed by the Holders by Extraordinary Resolution or by the Corporation or being dissolved, becoming insolvent or bankrupt, going into liquidation or otherwise becoming incapable of acting hereunderas trustee under this Indenture, New Transit and the Partnership may forthwith Corporation shall immediately appoint a replacement Trusteesuccessor Trustee unless a successor Trustee has already been appointed by the Holders; failing which such appointment by the Corporation, the retiring Trustee or any other Holder may apply apply, at the expense of the Corporation, to a judge of the Ontario Superior Court of JusticeJustice sitting in Toronto, on such notice as such judge may direct, for the appointment of a replacement successor Trustee. The successor Trustee so appointed by the Corporation or by such court shall be subject to removal by the Holders by way of an Act of Holders. Any replacement successor Trustee appointed under any provision of this Section 5.01 section shall be a corporation authorized to carry on the business of a trust business as contemplated hereby company in each Alberta or Canada. On any appointment of the Provinces successor Trustee, the successor Trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named in this Indenture as Trustee. The expenses of Canadaall acts, shall not documents and Proceedings required under this section will be controlled paid by a non-resident person or group the Corporation in the same manner as if the amount thereof were fees payable to the Trustee under this Indenture. (4) Any successor Trustee shall, immediately upon appointment, become vested with all the estates, properties, rights, powers and trusts of non-resident persons for its predecessor in the purposes trusts under this Indenture, with like effect as if originally named as Trustee hereunder. Nevertheless, upon the written request of the ITA successor Trustee or of the Corporation and upon payment of all outstanding fees and expenses, the Trustee ceasing to act shall execute and deliver a document assigning and transferring to such successor Trustee, upon the trusts expressed in this Indenture, all the rights, powers and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver all property (including money) held by such Trustee to the successor Trustee in its place. Should any deed, conveyance or other document in writing from the Corporation be required by any successor Trustee 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 other documents in writing shall, on the request of the successor Trustee, be made, executed, acknowledged and delivered by the Corporation. (5) Any corporation into which the Trustee is amalgamated or with which it is consolidated or to which all or substantially all of its corporate trust business is sold or is otherwise transferred or any corporation resulting from any consolidation or amalgamation to which the Trustee is a party shall be a successor Trustee under this Indenture without the execution of any document or any further act; provided that such successor Trustee is a corporation qualified to carry on the business of a trust company in Canada or any province thereof and in the United States, and shall not have a material conflict of interest in its role as a fiduciary under this Agreement. The expense of any act, document or other instrument or thing required under this Section 5.01 will be satisfied from the Trust PropertyIndenture. (4) Subject to Section 5.01(1), Section 5.01(2) and Section 5.01(3), any replacement or successor Trustee shall, forthwith upon appointment, become vested with all the estates, properties, rights, powers, duties, responsibilities and trusts of its predecessor in the trusts hereunder, with like effect as if originally named as Trustee herein. Nevertheless, upon the written request of the replacement or successor Trustee and upon payment of any outstanding undisputed fees and expenses, the Trustee ceasing to act will do, make, execute and deliver or cause to be done, made, executed or delivered all such acts, documents, deeds or other instruments and things as may be necessary or desirable in order to more effectively assign, transfer and deliver to, and vest in, the replacement or successor Trustee upon the trusts herein expressed, all the rights, powers and trusts of, and all property and money held by, the trustee so ceasing to act. (5) Any company into which the Trustee may be merged or with which it may be consolidated or amalgamated, any company resulting from any merger, consolidation or amalgamation to which the Trustee shall be a party or any company to which the Trustee may transfer all or substantially all of its corporate trust business shall be a successor Trustee under this Agreement without the execution of any instrument or any further act; provided that such successor Trustee shall be a corporation qualified to carry on a trust business as contemplated hereby in each of the Provinces of Canada, shall not be controlled by a non-resident person or group of non-resident persons for the purposes of the ITA and shall not have a material conflict of interest in its role as a fiduciary under this Agreement.

Resignation or Removal of Trustee; Conflict of Interest. (1a) New Transit The Trustee represents and the Partnership, shall have the power at any time, on notice in writing duly executed by both New Transit and the Partnership, warrants to the Trustee Corporation that at the time of the execution and delivery of this Warrant Indenture no material conflict of interest exists with respect to remove the existing Trustee and to appoint Trustee’s role as a new or successor Trusteefiduciary hereunder. (2b) The Trustee may resign its trust after as trustee hereunder by giving not less than 60 days’ notice in writing to New Transit and the Partnership Corporation or such shorter notice as New Transit and the Partnership Corporation may accept as sufficient, provided that no such voluntary resignation shall be effective until a replacement Trustee acceptable to New Transit and the Partnership has been appointed in accordance with Section 5.01(4) and has executed a written agreement pursuant to and in compliance with Section 6.01 of the Voting Agreement whereby such replacement Trustee agrees to assume the obligations of the Trustee hereunder, under the Voting Agreement and under any other contract pursuant to which the Trustee is obligated. The Trustee shall resign if: (i) if a material conflict of interest arises in with respect to its role as a trustee under this Agreement, (ii) it ceases to be authorized to carry on the business of a trust company in each of the Provinces of Canada or (iii) it becomes controlled by a non-resident person or group of non-resident persons for the purposes of the ITA, and Warrant Indenture that is not rectified eliminated within 90 days after the Trustee becomes aware that it has of such a material conflict of interest, has lost such authorization or has become so controlled. Forthwith Immediately after the Trustee becomes aware that it has a material conflict of interest it shall provide New Transit and the Partnership Corporation with written notice of the nature of that conflict. Upon any such resignation, the Trustee shall be discharged from all further duties and liabilities under this AgreementWarrant Indenture. If, notwithstanding the foregoing provisions None of this Section 5.01(2), the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement Warrant Indenture or the Warrants shall not be affected in any manner whatsoever by reason only of the existence of such a material conflict of interestinterest on the part of the Trustee (whether arising prior to or after the date of this Warrant Indenture). If the Trustee contravenes the foregoing provisions of does not comply with this Section 5.01(2)section, any interested party Holder or the Corporation may apply to a judge of the Ontario Superior Supreme Court of Justice, on such notice as such judge may direct, British Columbia in Vancouver for an order that the Trustee be replaced as trustee hereunder. The Trustee represents to New Transit and the Partnership that at the time of the execution and delivery hereof no material conflict of interest exists in the Trustee’s role as a fiduciary hereunder. The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee in its reasonable judgment determines that such act would reasonably be expected to cause it to be in non-compliance with any applicable laws including, without limitation, anti-money laundering or anti-terrorist legislation, economic sanction, regulation or guideline. Further, should the Trustee, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days written notice to New Transit and the Partnership, provided (i) that the Trustee’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Trustee’s satisfaction within such 10 day period, then such resignation shall not be effectiveWarrant Indenture. (3c) In the event of the Trustee resigning or being removed by the Holders by Extraordinary Resolution or by the Corporation or being dissolved, becoming insolvent or bankrupt, going into liquidation or otherwise becoming incapable of acting hereunderas trustee under this Warrant Indenture, New Transit and the Partnership may forthwith Corporation shall immediately appoint a replacement Trusteesuccessor Trustee unless a successor Trustee has already been appointed by the Holders; failing which such appointment by the Corporation, the retiring Trustee or any other Holder may apply (at the expense of the Corporation) to a judge of the Ontario Superior Supreme Court of JusticeBritish Columbia in Vancouver for, on such notice as such judge may direct, for the appointment of a replacement successor Trustee. The successor Trustee so appointed by the Corporation or by such court shall be subject to removal by the Holders by way of an Act of Holders. Any replacement successor Trustee appointed under any provision of this Section 5.01 section shall be a corporation authorized to carry on the business of a trust business as contemplated hereby company in each Canada or in any province thereof. On any appointment of the Provinces successor Trustee, the successor Trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named in this Warrant Indenture as Trustee. The expenses of Canadaall acts, shall not documents and Proceedings required under this section will be controlled paid by a non-resident person or group the Corporation in the same manner as if the amount thereof were fees payable to the Trustee under this Warrant Indenture. (d) Any successor Trustee shall, immediately upon appointment, become vested with all the estates, properties, rights, powers and trusts of non-resident persons for its predecessor in the purposes trusts under this Warrant Indenture, with like effect as if originally named as Trustee hereunder. Nevertheless, upon the written request of the ITA successor Trustee or of the Corporation and upon payment of all outstanding fees and expenses, the Trustee ceasing to act shall execute and deliver a document assigning and transferring to such successor Trustee, upon the trusts expressed in this Warrant Indenture, all the rights, powers and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver all property (including money) held by such Trustee to the successor Trustee in its place. Should any deed, conveyance or other document in writing from the Corporation be required by any successor Trustee 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 other documents in writing shall, on the request of the successor Trustee, be made, executed, acknowledged and delivered by the Corporation. (e) Any corporation into which the Trustee is amalgamated or with which it is consolidated or to which all or substantially all of its corporate trust business is sold or is otherwise transferred or any corporation resulting from any consolidation or amalgamation to which the Trustee is a party shall be a successor Trustee under this Warrant Indenture without the execution of any document or any further act; provided that such successor Trustee is a corporation qualified to carry on the business of a trust company in Canada or any province thereof and shall not have a material conflict of interest in its role as a fiduciary under this Agreement. The expense of any act, document or other instrument or thing required under this Section 5.01 will be satisfied from the Trust PropertyWarrant Indenture. (4) Subject to Section 5.01(1), Section 5.01(2) and Section 5.01(3), any replacement or successor Trustee shall, forthwith upon appointment, become vested with all the estates, properties, rights, powers, duties, responsibilities and trusts of its predecessor in the trusts hereunder, with like effect as if originally named as Trustee herein. Nevertheless, upon the written request of the replacement or successor Trustee and upon payment of any outstanding undisputed fees and expenses, the Trustee ceasing to act will do, make, execute and deliver or cause to be done, made, executed or delivered all such acts, documents, deeds or other instruments and things as may be necessary or desirable in order to more effectively assign, transfer and deliver to, and vest in, the replacement or successor Trustee upon the trusts herein expressed, all the rights, powers and trusts of, and all property and money held by, the trustee so ceasing to act. (5) Any company into which the Trustee may be merged or with which it may be consolidated or amalgamated, any company resulting from any merger, consolidation or amalgamation to which the Trustee shall be a party or any company to which the Trustee may transfer all or substantially all of its corporate trust business shall be a successor Trustee under this Agreement without the execution of any instrument or any further act; provided that such successor Trustee shall be a corporation qualified to carry on a trust business as contemplated hereby in each of the Provinces of Canada, shall not be controlled by a non-resident person or group of non-resident persons for the purposes of the ITA and shall not have a material conflict of interest in its role as a fiduciary under this Agreement.

Resignation or Removal of Trustee; Conflict of Interest. (1a) New Transit The Trustee represents and the Partnership, shall have the power at any time, on notice in writing duly executed by both New Transit and the Partnership, warrants to the Trustee Corporation that at the time of the execution and delivery of this Indenture no material conflict of interest exists with respect to remove the existing Trustee and to appoint Trustee's role as a new or successor Trusteefiduciary hereunder. (2b) The Trustee may resign its trust after as trustee hereunder by giving not less than 60 days’ days notice in writing to New Transit and the Partnership Corporation or such shorter notice as New Transit and the Partnership Corporation may accept as sufficient, provided that no such voluntary resignation shall be effective until a replacement Trustee acceptable to New Transit and the Partnership has been appointed in accordance with Section 5.01(4) and has executed a written agreement pursuant to and in compliance with Section 6.01 of the Voting Agreement whereby such replacement Trustee agrees to assume the obligations of the Trustee hereunder, under the Voting Agreement and under any other contract pursuant to which the Trustee is obligated. The Trustee shall resign if: (i) if a material conflict of interest arises in with respect to its role as a trustee under this Agreement, (ii) it ceases to be authorized to carry on the business of a trust company in each of the Provinces of Canada or (iii) it becomes controlled by a non-resident person or group of non-resident persons for the purposes of the ITA, and Indenture that is not rectified eliminated within 90 days after the Trustee becomes aware that it has of such a material conflict of interest, has lost such authorization or has become so controlled. Forthwith Immediately after the Trustee becomes aware that it has a material conflict of interest it shall provide New Transit and the Partnership Corporation with written notice of the nature of that conflict. Upon any such resignation, the Trustee shall be discharged from all further duties and liabilities under this AgreementIndenture. If, notwithstanding the foregoing provisions None of this Section 5.01(2), the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement Indenture or the Debentures shall not be affected in any manner whatsoever by reason only of the existence of such a material conflict of interestinterest on the part of the Trustee (whether arising prior to or after the date of this Indenture). If the Trustee contravenes the foregoing provisions of does not comply with this Section 5.01(2)section, any interested party Holder or the Corporation may apply to a judge of the Ontario Superior Supreme Court of Justice, on such notice as such judge may direct, British Columbia in Vancouver for an order that the Trustee be replaced as trustee hereunder. The Trustee represents to New Transit and the Partnership that at the time of the execution and delivery hereof no material conflict of interest exists in the Trustee’s role as a fiduciary hereunder. The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee in its reasonable judgment determines that such act would reasonably be expected to cause it to be in non-compliance with any applicable laws including, without limitation, anti-money laundering or anti-terrorist legislation, economic sanction, regulation or guideline. Further, should the Trustee, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days written notice to New Transit and the Partnership, provided (i) that the Trustee’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Trustee’s satisfaction within such 10 day period, then such resignation shall not be effectiveIndenture. (3c) In the event of the Trustee resigning or being removed by the Holders by Extraordinary Resolution or by the Corporation or being dissolved, becoming insolvent or bankrupt, going into liquidation or otherwise becoming incapable of acting hereunderas trustee under this Indenture, New Transit and the Partnership may forthwith Corporation shall immediately appoint a replacement Trusteesuccessor Trustee unless a successor Trustee has already been appointed by the Holders; failing which such appointment by the Corporation, the retiring Trustee or any other Holder may apply (at the expense of the Corporation) to a judge of the Ontario Superior Supreme Court of JusticeBritish Columbia in Vancouver for, on such notice as such judge may direct, for the appointment of a replacement successor Trustee. The successor Trustee so appointed by the Corporation or by such court shall be subject to removal by the Holders by way of an Act of Holders. Any replacement successor Trustee appointed under any provision of this Section 5.01 section shall be a corporation authorized to carry on the business of a trust business as contemplated hereby company in each Canada or in any province thereof. On any appointment of the Provinces successor Trustee, the successor Trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named in this Indenture as Trustee. The expenses of Canadaall acts, shall not documents and Proceedings required under this section will be controlled paid by a non-resident person or group the Corporation in the same manner as if the amount thereof were fees payable to the Trustee under this Indenture. (d) Any successor Trustee shall, immediately upon appointment, become vested with all the estates, properties, rights, powers and trusts of non-resident persons for its predecessor in the purposes trusts under this Indenture, with like effect as if originally named as Trustee hereunder. Nevertheless, upon the written request of the ITA successor Trustee or of the Corporation and upon payment of all outstanding fees and expenses, the Trustee ceasing to act shall execute and deliver a document assigning and transferring to such successor Trustee, upon the trusts expressed in this Indenture, all the rights, powers and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver all property (including money) held by such Trustee to the successor Trustee in its place. Should any deed, conveyance or other document in writing from the Corporation be required by any successor Trustee 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 other documents in writing shall, on the request of the successor Trustee, be made, executed, acknowledged and delivered by the Corporation. (e) Any corporation into which the Trustee is amalgamated or with which it is consolidated or to which all or substantially all of its corporate trust business is sold or is otherwise transferred or any corporation resulting from any consolidation or amalgamation to which the Trustee is a party shall be a successor Trustee under this Indenture without the execution of any document or any further act; provided that such successor Trustee is a corporation qualified to carry on the business of a trust company in Canada or any province thereof and shall not have a material conflict of interest in its role as a fiduciary under this Agreement. The expense of any act, document or other instrument or thing required under this Section 5.01 will be satisfied from the Trust PropertyIndenture. (4) Subject to Section 5.01(1), Section 5.01(2) and Section 5.01(3), any replacement or successor Trustee shall, forthwith upon appointment, become vested with all the estates, properties, rights, powers, duties, responsibilities and trusts of its predecessor in the trusts hereunder, with like effect as if originally named as Trustee herein. Nevertheless, upon the written request of the replacement or successor Trustee and upon payment of any outstanding undisputed fees and expenses, the Trustee ceasing to act will do, make, execute and deliver or cause to be done, made, executed or delivered all such acts, documents, deeds or other instruments and things as may be necessary or desirable in order to more effectively assign, transfer and deliver to, and vest in, the replacement or successor Trustee upon the trusts herein expressed, all the rights, powers and trusts of, and all property and money held by, the trustee so ceasing to act. (5) Any company into which the Trustee may be merged or with which it may be consolidated or amalgamated, any company resulting from any merger, consolidation or amalgamation to which the Trustee shall be a party or any company to which the Trustee may transfer all or substantially all of its corporate trust business shall be a successor Trustee under this Agreement without the execution of any instrument or any further act; provided that such successor Trustee shall be a corporation qualified to carry on a trust business as contemplated hereby in each of the Provinces of Canada, shall not be controlled by a non-resident person or group of non-resident persons for the purposes of the ITA and shall not have a material conflict of interest in its role as a fiduciary under this Agreement.

Resignation or Removal of Trustee; Conflict of Interest. (1) New Transit The Trustee represents and the Partnership, shall have the power at any time, on notice in writing duly executed by both New Transit and the Partnership, warrants to the Trustee Corporation that at the time of the execution and delivery of this Indenture no material conflict of interest exists with respect to remove the existing Trustee and to appoint Trustee’s role as a new or successor Trusteefiduciary hereunder. (2) The Trustee may resign its trust after as trustee hereunder by giving not less than 60 days’ days notice in writing to New Transit and the Partnership Corporation or such shorter notice as New Transit and the Partnership Corporation may accept as sufficient, provided that no such voluntary resignation shall be effective until a replacement Trustee acceptable to New Transit and the Partnership has been appointed in accordance with Section 5.01(4) and has executed a written agreement pursuant to and in compliance with Section 6.01 of the Voting Agreement whereby such replacement Trustee agrees to assume the obligations of the Trustee hereunder, under the Voting Agreement and under any other contract pursuant to which the Trustee is obligated. The Trustee shall resign if: (i) if a material conflict of interest arises in with respect to its role as a trustee under this Agreement, (ii) it ceases to be authorized to carry on the business of a trust company in each of the Provinces of Canada or (iii) it becomes controlled by a non-resident person or group of non-resident persons for the purposes of the ITA, and Indenture that is not rectified eliminated within 90 days after the Trustee becomes aware that it has of such a material conflict of interest, has lost such authorization or has become so controlled. Forthwith Immediately after the Trustee becomes aware that it has a material conflict of interest it shall provide New Transit and the Partnership Corporation with written notice of the nature of that conflict. Upon any such resignation, the Trustee shall be discharged from all further duties and liabilities under this AgreementIndenture. If, notwithstanding the foregoing provisions None of this Section 5.01(2), the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement Indenture or the Debentures shall not be affected in any manner whatsoever by reason only of the existence of such a material conflict of interestinterest on the part of the Trustee (whether arising prior to or after the date of this Indenture). If the Trustee contravenes the foregoing provisions of does not comply with this Section 5.01(2)section, any interested party Holder or the Corporation may apply to a judge of the Ontario Superior Court of Justice, on such notice as such judge may direct, Queen’s Bench sitting in Calgary for an order that the Trustee be replaced as trustee hereunder. The Trustee represents to New Transit and the Partnership that at the time of the execution and delivery hereof no material conflict of interest exists in the Trustee’s role as a fiduciary hereunder. The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee in its reasonable judgment determines that such act would reasonably be expected to cause it to be in non-compliance with any applicable laws including, without limitation, anti-money laundering or anti-terrorist legislation, economic sanction, regulation or guideline. Further, should the Trustee, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days written notice to New Transit and the Partnership, provided (i) that the Trustee’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Trustee’s satisfaction within such 10 day period, then such resignation shall not be effectiveIndenture. (3) In the event of the Trustee resigning or being removed by the Holders by Extraordinary Resolution or by the Corporation or being dissolved, becoming insolvent or bankrupt, going into liquidation or otherwise becoming incapable of acting hereunderas trustee under this Indenture, New Transit and the Partnership may forthwith Corporation shall immediately appoint a replacement Trusteesuccessor Trustee unless a successor Trustee has already been appointed by the Holders; failing which such appointment by the Corporation, the retiring Trustee or any other Holder may apply to a judge of the Ontario Superior Court of JusticeQueen’s Bench sitting in Calgary, on such notice as such judge may direct, for the appointment of a replacement successor Trustee. The successor Trustee so appointed by the Corporation or by such court shall be subject to removal by the Holders by way of an Act of Holders. Any replacement successor Trustee appointed under any provision of this Section 5.01 section shall be a corporation authorized to carry on the business of a trust business as contemplated hereby company in each Alberta or Canada. On any appointment of the Provinces successor Trustee, the successor Trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named in this Indenture as Trustee. The expenses of Canadaall acts, shall not documents and Proceedings required under this section will be controlled paid by a non-resident person or group the Corporation in the same manner as if the amount thereof were fees payable to the Trustee under this Indenture. (4) Any successor Trustee shall, immediately upon appointment, become vested with all the estates, properties, rights, powers and trusts of non-resident persons for its predecessor in the purposes trusts under this Indenture, with like effect as if originally named as Trustee hereunder. Nevertheless, upon the written request of the ITA successor Trustee or of the Corporation and upon payment of all outstanding fees and expenses, the Trustee ceasing to act shall execute and deliver a document assigning and transferring to such successor Trustee, upon the trusts expressed in this Indenture, all the rights, powers and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver all property (including money) held by such Trustee to the successor Trustee in its place. Should any deed, conveyance or other document in writing from the Corporation be required by any successor Trustee 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 other documents in writing shall, on the request of the successor Trustee, be made, executed, acknowledged and delivered by the Corporation. (5) Any corporation into which the Trustee is amalgamated or with which it is consolidated or to which all or substantially all of its corporate trust business is sold or is otherwise transferred or any corporation resulting from any consolidation or amalgamation to which the Trustee is a party shall be a successor Trustee under this Indenture without the execution of any document or any further act; provided that such successor Trustee is a corporation qualified to carry on the business of a trust company in Canada or any province thereof and shall not have a material conflict of interest in its role as a fiduciary under this Agreement. The expense of any act, document or other instrument or thing required under this Section 5.01 will be satisfied from the Trust PropertyIndenture. (4) Subject to Section 5.01(1), Section 5.01(2) and Section 5.01(3), any replacement or successor Trustee shall, forthwith upon appointment, become vested with all the estates, properties, rights, powers, duties, responsibilities and trusts of its predecessor in the trusts hereunder, with like effect as if originally named as Trustee herein. Nevertheless, upon the written request of the replacement or successor Trustee and upon payment of any outstanding undisputed fees and expenses, the Trustee ceasing to act will do, make, execute and deliver or cause to be done, made, executed or delivered all such acts, documents, deeds or other instruments and things as may be necessary or desirable in order to more effectively assign, transfer and deliver to, and vest in, the replacement or successor Trustee upon the trusts herein expressed, all the rights, powers and trusts of, and all property and money held by, the trustee so ceasing to act. (5) Any company into which the Trustee may be merged or with which it may be consolidated or amalgamated, any company resulting from any merger, consolidation or amalgamation to which the Trustee shall be a party or any company to which the Trustee may transfer all or substantially all of its corporate trust business shall be a successor Trustee under this Agreement without the execution of any instrument or any further act; provided that such successor Trustee shall be a corporation qualified to carry on a trust business as contemplated hereby in each of the Provinces of Canada, shall not be controlled by a non-resident person or group of non-resident persons for the purposes of the ITA and shall not have a material conflict of interest in its role as a fiduciary under this Agreement.

Resignation or Removal of Trustee; Conflict of Interest. (1a) New Transit The Trustee represents and the Partnership, shall have the power at any time, on notice in writing duly executed by both New Transit and the Partnership, warrants to the Trustee Corporation that at the time of the execution and delivery of this Indenture no material conflict of interest exists with respect to remove the existing Trustee and to appoint Trustee’s role as a new or successor Trusteefiduciary hereunder. (2b) The Trustee may resign its trust after as trustee hereunder by giving not less than 60 days’ days notice in writing to New Transit and the Partnership Corporation or such shorter notice as New Transit and the Partnership Corporation may accept as sufficient, provided that no such voluntary resignation shall be effective until a replacement Trustee acceptable to New Transit and the Partnership has been appointed in accordance with Section 5.01(4) and has executed a written agreement pursuant to and in compliance with Section 6.01 of the Voting Agreement whereby such replacement Trustee agrees to assume the obligations of the Trustee hereunder, under the Voting Agreement and under any other contract pursuant to which the Trustee is obligated. The Trustee shall resign if: (i) if a material conflict of interest arises in with respect to its role as a trustee under this Agreement, (ii) it ceases to be authorized to carry on the business of a trust company in each of the Provinces of Canada or (iii) it becomes controlled by a non-resident person or group of non-resident persons for the purposes of the ITA, and Indenture that is not rectified eliminated within 90 days after the Trustee becomes aware that it has of such a material conflict of interest, has lost such authorization or has become so controlled. Forthwith Immediately after the Trustee becomes aware that it has a material conflict of interest it shall provide New Transit and the Partnership Corporation with written notice of the nature of that conflict. Upon any such resignation, the Trustee shall be discharged from all further duties and liabilities under this AgreementIndenture. If, notwithstanding the foregoing provisions None of this Section 5.01(2), the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement Indenture or the Debentures shall not be affected in any manner whatsoever by reason only of the existence of such a material conflict of interestinterest on the part of the Trustee (whether arising prior to or after the date of this Indenture). If the Trustee contravenes the foregoing provisions of does not comply with this Section 5.01(2)section, any interested party Holder or the Corporation may apply to a judge of the Ontario Superior Supreme Court of Justice, on such notice as such judge may direct, British Columbia in Vancouver for an order that the Trustee be replaced as trustee hereunder. The Trustee represents to New Transit and the Partnership that at the time of the execution and delivery hereof no material conflict of interest exists in the Trustee’s role as a fiduciary hereunder. The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee in its reasonable judgment determines that such act would reasonably be expected to cause it to be in non-compliance with any applicable laws including, without limitation, anti-money laundering or anti-terrorist legislation, economic sanction, regulation or guideline. Further, should the Trustee, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days written notice to New Transit and the Partnership, provided (i) that the Trustee’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Trustee’s satisfaction within such 10 day period, then such resignation shall not be effectiveIndenture. (3c) In the event of the Trustee resigning or being removed by the Holders by Extraordinary Resolution or by the Corporation or being dissolved, becoming insolvent or bankrupt, going into liquidation or otherwise becoming incapable of acting hereunderas trustee under this Indenture, New Transit and the Partnership may forthwith Corporation shall immediately appoint a replacement Trusteesuccessor Trustee unless a successor Trustee has already been appointed by the Holders; failing which such appointment by the Corporation, the retiring Trustee or any other Holder may apply (at the expense of the Corporation) to a judge of the Ontario Superior Supreme Court of JusticeBritish Columbia in Vancouver for, on such notice as such judge may direct, for the appointment of a replacement successor Trustee. The successor Trustee so appointed by the Corporation or by such court shall be subject to removal by the Holders by way of an Act of Holders. Any replacement successor Trustee appointed under any provision of this Section 5.01 section shall be a corporation authorized to carry on the business of a trust business as contemplated hereby company in each Canada or in any province thereof. On any appointment of the Provinces successor Trustee, the successor Trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named in this Indenture as Trustee. The expenses of Canadaall acts, shall not documents and Proceedings required under this section will be controlled paid by a non-resident person or group the Corporation in the same manner as if the amount thereof were fees payable to the Trustee under this Indenture. (d) Any successor Trustee shall, immediately upon appointment, become vested with all the estates, properties, rights, powers and trusts of non-resident persons for its predecessor in the purposes trusts under this Indenture, with like effect as if originally named as Trustee hereunder. Nevertheless, upon the written request of the ITA successor Trustee or of the Corporation and upon payment of all outstanding fees and expenses, the Trustee ceasing to act shall execute and deliver a document assigning and transferring to such successor Trustee, upon the trusts expressed in this Indenture, all the rights, powers and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver all property (including money) held by such Trustee to the successor Trustee in its place. Should any deed, conveyance or other document in writing from the Corporation be required by any successor Trustee 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 other documents in writing shall, on the request of the successor Trustee, be made, executed, acknowledged and delivered by the Corporation. (e) Any corporation into which the Trustee is amalgamated or with which it is consolidated or to which all or substantially all of its corporate trust business is sold or is otherwise transferred or any corporation resulting from any consolidation or amalgamation to which the Trustee is a party shall be a successor Trustee under this Indenture without the execution of any document or any further act; provided that such successor Trustee is a corporation qualified to carry on the business of a trust company in Canada or any province thereof and shall not have a material conflict of interest in its role as a fiduciary under this Agreement. The expense of any act, document or other instrument or thing required under this Section 5.01 will be satisfied from the Trust PropertyIndenture. (4) Subject to Section 5.01(1), Section 5.01(2) and Section 5.01(3), any replacement or successor Trustee shall, forthwith upon appointment, become vested with all the estates, properties, rights, powers, duties, responsibilities and trusts of its predecessor in the trusts hereunder, with like effect as if originally named as Trustee herein. Nevertheless, upon the written request of the replacement or successor Trustee and upon payment of any outstanding undisputed fees and expenses, the Trustee ceasing to act will do, make, execute and deliver or cause to be done, made, executed or delivered all such acts, documents, deeds or other instruments and things as may be necessary or desirable in order to more effectively assign, transfer and deliver to, and vest in, the replacement or successor Trustee upon the trusts herein expressed, all the rights, powers and trusts of, and all property and money held by, the trustee so ceasing to act. (5) Any company into which the Trustee may be merged or with which it may be consolidated or amalgamated, any company resulting from any merger, consolidation or amalgamation to which the Trustee shall be a party or any company to which the Trustee may transfer all or substantially all of its corporate trust business shall be a successor Trustee under this Agreement without the execution of any instrument or any further act; provided that such successor Trustee shall be a corporation qualified to carry on a trust business as contemplated hereby in each of the Provinces of Canada, shall not be controlled by a non-resident person or group of non-resident persons for the purposes of the ITA and shall not have a material conflict of interest in its role as a fiduciary under this Agreement.

Resignation or Removal of Trustee; Conflict of Interest. (1) New Transit and the Partnership, shall have the power at any time, on notice in writing duly executed by both New Transit and the Partnership, to the Trustee to remove the existing Trustee and to appoint a new or successor Trustee. (2a) The Trustee may resign its trust trust, after giving 60 sixty (60) days’ notice in writing to New Transit and the Partnership Noteholders or such shorter notice as New Transit and the Partnership Noteholders, may accept as sufficient, provided that no such voluntary resignation shall be effective until a replacement Trustee acceptable to New Transit and the Partnership has been appointed in accordance with Section 5.01(4) and has executed a written agreement pursuant to and in compliance with Section 6.01 of the Voting Agreement whereby such replacement Trustee agrees to assume the obligations of the Trustee hereunder, under the Voting Agreement and under any other contract pursuant to which the Trustee is obligated. The Trustee shall resign if: (i) a material conflict of interest arises in its role as a trustee under this Agreement, (ii) it ceases to be authorized to carry on the business of a trust company in each of the Provinces of Canada or (iii) it becomes controlled by a non-resident person or group of non-resident persons for the purposes of the ITA, and is not rectified within 90 days after the Trustee becomes aware that it has such a material conflict of interest, has lost such authorization or has become so controlled. Forthwith after the Trustee becomes aware that it has a material conflict of interest it shall provide New Transit and the Partnership Noteholders with written notice of the nature of that conflict. Upon such resignation, the Trustee shall be discharged from all further duties and liabilities under this Agreement. If, notwithstanding the foregoing provisions of this Section 5.01(2)section, the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement Indenture and of the Notes issued hereunder shall not be affected in any manner whatsoever by reason only of the existence of such material conflict of interest. If the Trustee contravenes the foregoing provisions of this Section 5.01(2), any interested party may apply to a judge of the Ontario Superior Court of Justice, on such notice as such judge may direct, for an order that the Trustee be replaced as trustee hereunder. The Trustee represents to New Transit Initial Purchaser and Initial Noteholder that, to the Partnership that best of its knowledge, at the time of the execution and delivery hereof hereof, no material conflict of interest exists in the Trustee’s role as a fiduciary hereunder. The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for Upon any other reason whatsoeverresignation, the Trustee in its reasonable judgment determines that such act would reasonably shall be expected to cause it to be in non-compliance with any applicable laws including, without limitation, anti-money laundering or anti-terrorist legislation, economic sanction, regulation or guideline. Further, should the Trustee, in its sole judgment, determine at any time that its acting discharged from all further duties and liabilities under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days written notice to New Transit and the Partnership, provided (i) that the Trustee’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Trustee’s satisfaction within such 10 day period, then such resignation shall not be effectiveindenture. (3b) In the event of the Trustee resigning or being removed or being dissolved, becoming bankrupt, going into liquidation or otherwise becoming incapable of acting hereunder, New Transit and the Partnership may Noteholders shall forthwith appoint a replacement new Trustee; failing which such appointment by the retiring Trustee or any Holder may apply to a judge of the Ontario Superior Court of Justice, on such notice as such judge may directany applicable Governmental Authority, for the appointment of a replacement Trusteenew Trustee at the Issuers’ expense. Any replacement new Trustee so appointed under any provision of this Section 5.01 shall be a corporation authorized subject to carry on a trust business removal by the Noteholders. On any new appointment the new Trustee shall be vested with the same powers, rights, duties and responsibilities as contemplated hereby in each of the Provinces of Canada, shall not be controlled by a non-resident person or group of non-resident persons for the purposes of the ITA and shall not have a material conflict of interest in its role if it had been originally named herein as a fiduciary under this AgreementTrustee. The expense of any act, document or other instrument or thing required under this Section 5.01 will shall be satisfied from the Trust Propertypaid by Issuers. (4c) Subject to Section 5.01(1), Section 5.01(2) and Section 5.01(3), any replacement Any new or successor Trustee shall, forthwith upon appointment, become vested with all the estates, properties, rights, powers, duties, responsibilities powers and trusts of its predecessor predecessors in the trusts hereunder, with like effect as if originally named as Trustee herein. Nevertheless, upon the written request of the replacement or successor Trustee or of the Noteholders and upon payment of any all outstanding undisputed fees and expensesexpenses properly payable to the Trustee hereunder, the Trustee ceasing to act will do, make, shall execute and deliver or cause an instrument assigning and transferring to be donesuch successor Trustee, made, executed or delivered all such acts, documents, deeds or other instruments and things as may be necessary or desirable in order to more effectively assign, transfer and deliver to, and vest in, the replacement or successor Trustee upon the trusts herein expressed, all the rights, powers and trusts ofof the Trustee so ceasing to act, and shall duly assign, transfer and deliver all property and money held byby such Trustee to the successor Trustee so appointed in its place. Should any deed, conveyance or instrument in writing from the trustee so ceasing Trustee on behalf of the Issuers be required by any new Trustee for more fully and certainly vesting in and confirming to actit such estates, properties, rights, powers and trusts, then any and all such deeds, conveyances and instruments in writing shall, on the request of the new or successor Trustee, be made, executed, acknowledged and delivered by the Issuers, as the case may be. (5d) Any company into which the Trustee may be merged or with which it may be consolidated or amalgamated, amalgamated or any company resulting from any merger, consolidation or amalgamation to which the Trustee shall be a party or any company to which the Trustee may transfer all or substantially all of its corporate trust business shall be a successor Trustee under this Agreement indenture without the execution of any instrument or any further act; provided that such successor Trustee shall be a corporation qualified to carry on a trust business as contemplated hereby in each of the Provinces of Canada, shall not be controlled by a non-resident person or group of non-resident persons for the purposes of the ITA and shall not have a material conflict of interest in its role as a fiduciary under this AgreementIndenture.

Resignation or Removal of Trustee; Conflict of Interest. (1a) New Transit The Trustee represents and the Partnership, shall have the power at any time, on notice in writing duly executed by both New Transit and the Partnership, warrants to the Trustee Corporation that at the time of the execution and delivery of this Warrant Indenture no material conflict of interest exists with respect to remove the existing Trustee and to appoint Trustee's role as a new or successor Trusteefiduciary hereunder. (2b) The Trustee may resign its trust after as trustee hereunder by giving 60 not less than 90 days’ ' notice in writing to New Transit and the Partnership Corporation or such shorter notice as New Transit and the Partnership Corporation may accept as sufficient, provided that no such voluntary resignation shall be effective until a replacement Trustee acceptable to New Transit and the Partnership has been appointed in accordance with Section 5.01(4) and has executed a written agreement pursuant to and in compliance with Section 6.01 of the Voting Agreement whereby such replacement Trustee agrees to assume the obligations of the Trustee hereunder, under the Voting Agreement and under any other contract pursuant to which the Trustee is obligated. The Trustee shall resign if: (i) if a material conflict of interest arises in with respect to its role as a trustee under this Agreement, (ii) it ceases to be authorized to carry on the business of a trust company in each of the Provinces of Canada or (iii) it becomes controlled by a non-resident person or group of non-resident persons for the purposes of the ITA, and Warrant Indenture that is not rectified eliminated within 90 days after the Trustee becomes aware that it has of such a material conflict of interest, has lost such authorization or has become so controlled. Forthwith Immediately after the Trustee becomes aware that it has a material conflict of interest it shall provide New Transit and the Partnership Corporation with written notice of the nature of that conflict. Upon any such resignation, the Trustee shall be discharged from all further duties and liabilities under this AgreementWarrant Indenture. If, notwithstanding the foregoing provisions None of this Section 5.01(2), the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement Warrant Indenture or the Warrants shall not be affected in any manner whatsoever by reason only of the existence of such a material conflict of interestinterest on the part of the Trustee (whether arising prior to or after the date of this Warrant Indenture). If the Trustee contravenes the foregoing provisions of does not comply with this Section 5.01(2)section, any interested party Holder or the Corporation may apply to a judge of the Ontario Superior Supreme Court of Justice, on such notice as such judge may direct, British Columbia in Vancouver for an order that the Trustee be replaced as trustee hereunder. The Trustee represents to New Transit and the Partnership that at the time of the execution and delivery hereof no material conflict of interest exists in the Trustee’s role as a fiduciary hereunder. The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee in its reasonable judgment determines that such act would reasonably be expected to cause it to be in non-compliance with any applicable laws including, without limitation, anti-money laundering or anti-terrorist legislation, economic sanction, regulation or guideline. Further, should the Trustee, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days written notice to New Transit and the Partnership, provided (i) that the Trustee’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Trustee’s satisfaction within such 10 day period, then such resignation shall not be effectiveWarrant Indenture. (3c) In the event of the Trustee resigning or being removed by the Holders by Extraordinary Resolution or by the Corporation or being dissolved, becoming insolvent or bankrupt, going into liquidation or otherwise becoming incapable of acting hereunderas trustee under this Warrant Indenture, New Transit and the Partnership may forthwith Corporation shall immediately appoint a replacement Trusteesuccessor Trustee unless a successor Trustee has already been appointed by the Holders; failing which such appointment by the Corporation, the retiring Trustee or any other Holder may apply (at the expense of the Corporation) to a judge of the Ontario Superior Supreme Court of JusticeBritish Columbia in Vancouver for, on such notice as such judge may direct, for the appointment of a replacement successor Trustee. The successor Trustee so appointed by the Corporation or by such court shall be subject to removal by the Holders by way of an Act of Holders. Any replacement successor Trustee appointed under any provision of this Section 5.01 section shall be a corporation authorized to carry on the business of a trust business as contemplated hereby company in each Canada or in any province thereof. On any appointment of the Provinces successor Trustee, the successor Trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named in this Warrant Indenture as Trustee. The expenses of Canadaall acts, shall not documents and Proceedings required under this section will be controlled paid by a non-resident person or group the Corporation in the same manner as if the amount thereof were fees payable to the Trustee under this Warrant Indenture. (d) Any successor Trustee shall, immediately upon appointment, become vested with all the estates, properties, rights, powers and trusts of non-resident persons for its predecessor in the purposes trusts under this Warrant Indenture, with like effect as if originally named as Trustee hereunder. Nevertheless, upon the written request of the ITA successor Trustee or of the Corporation and upon payment of all outstanding fees and expenses, the Trustee ceasing to act shall execute and deliver a document assigning and transferring to such successor Trustee, upon the trusts expressed in this Warrant Indenture, all the rights, powers and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver all property (including money) held by such Trustee to the successor Trustee in its place. Should any deed, conveyance or other document in writing from the Corporation be required by any successor Trustee 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 other documents in writing shall, on the request of the successor Trustee, be made, executed, acknowledged and delivered by the Corporation. (e) Any corporation into which the Trustee is amalgamated or with which it is consolidated or to which all or substantially all of its corporate trust business is sold or is otherwise transferred or any corporation resulting from any consolidation or amalgamation to which the Trustee is a party shall be a successor Trustee under this Warrant Indenture without the execution of any document or any further act; provided that such successor Trustee is a corporation qualified to carry on the business of a trust company in Canada or any province thereof and shall not have a material conflict of interest in its role as a fiduciary under this Agreement. The expense of any act, document or other instrument or thing required under this Section 5.01 will be satisfied from the Trust PropertyWarrant Indenture. (4) Subject to Section 5.01(1), Section 5.01(2) and Section 5.01(3), any replacement or successor Trustee shall, forthwith upon appointment, become vested with all the estates, properties, rights, powers, duties, responsibilities and trusts of its predecessor in the trusts hereunder, with like effect as if originally named as Trustee herein. Nevertheless, upon the written request of the replacement or successor Trustee and upon payment of any outstanding undisputed fees and expenses, the Trustee ceasing to act will do, make, execute and deliver or cause to be done, made, executed or delivered all such acts, documents, deeds or other instruments and things as may be necessary or desirable in order to more effectively assign, transfer and deliver to, and vest in, the replacement or successor Trustee upon the trusts herein expressed, all the rights, powers and trusts of, and all property and money held by, the trustee so ceasing to act. (5) Any company into which the Trustee may be merged or with which it may be consolidated or amalgamated, any company resulting from any merger, consolidation or amalgamation to which the Trustee shall be a party or any company to which the Trustee may transfer all or substantially all of its corporate trust business shall be a successor Trustee under this Agreement without the execution of any instrument or any further act; provided that such successor Trustee shall be a corporation qualified to carry on a trust business as contemplated hereby in each of the Provinces of Canada, shall not be controlled by a non-resident person or group of non-resident persons for the purposes of the ITA and shall not have a material conflict of interest in its role as a fiduciary under this Agreement.

Resignation or Removal of Trustee; Conflict of Interest. ‌ (1a) New Transit The Trustee represents and the Partnership, shall have the power at any time, on notice in writing duly executed by both New Transit and the Partnership, warrants to the Trustee Corporation that at the time of the execution and delivery of this Warrant Indenture no material conflict of interest exists with respect to remove the existing Trustee and to appoint Trustee’s role as a new or successor Trusteefiduciary hereunder. (2b) The Trustee may resign its trust after as trustee hereunder by giving not less than 60 days’ notice in writing to New Transit and the Partnership Corporation or such shorter notice as New Transit and the Partnership Corporation may accept as sufficient, provided that no such voluntary resignation shall be effective until a replacement Trustee acceptable to New Transit and the Partnership has been appointed in accordance with Section 5.01(4) and has executed a written agreement pursuant to and in compliance with Section 6.01 of the Voting Agreement whereby such replacement Trustee agrees to assume the obligations of the Trustee hereunder, under the Voting Agreement and under any other contract pursuant to which the Trustee is obligated. The Trustee shall resign if: (i) if a material conflict of interest arises in with respect to its role as a trustee under this Agreement, (ii) it ceases to be authorized to carry on the business of a trust company in each of the Provinces of Canada or (iii) it becomes controlled by a non-resident person or group of non-resident persons for the purposes of the ITA, and Warrant Indenture that is not rectified eliminated within 90 days after the Trustee becomes aware that it has of such a material conflict of interest, has lost such authorization or has become so controlled. Forthwith Immediately after the Trustee becomes aware that it has a material conflict of interest it shall provide New Transit and the Partnership Corporation with written notice of the nature of that conflict. Upon any such resignation, the Trustee shall be discharged from all further duties and liabilities under this AgreementWarrant Indenture. If, notwithstanding the foregoing provisions None of this Section 5.01(2), the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement Warrant Indenture or the Warrants shall not be affected in any manner whatsoever by reason only of the existence of such a material conflict of interestinterest on the part of the Trustee (whether arising prior to or after the date of this Warrant Indenture). If the Trustee contravenes the foregoing provisions of does not comply with this Section 5.01(2)section, any interested party Holder or the Corporation may apply to a judge of the Ontario Superior Supreme Court of Justice, on such notice as such judge may direct, British Columbia in Vancouver for an order that the Trustee be replaced as trustee hereunder. The Trustee represents to New Transit and the Partnership that at the time of the execution and delivery hereof no material conflict of interest exists in the Trustee’s role as a fiduciary hereunder. The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee in its reasonable judgment determines that such act would reasonably be expected to cause it to be in non-compliance with any applicable laws including, without limitation, anti-money laundering or anti-terrorist legislation, economic sanction, regulation or guideline. Further, should the Trustee, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days written notice to New Transit and the Partnership, provided (i) that the Trustee’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Trustee’s satisfaction within such 10 day period, then such resignation shall not be effectiveWarrant Indenture. (3c) In the event of the Trustee resigning or being removed by the Holders by Extraordinary Resolution or by the Corporation or being dissolved, becoming insolvent or bankrupt, going into liquidation or otherwise becoming incapable of acting hereunderas trustee under this Warrant Indenture, New Transit and the Partnership may forthwith Corporation shall immediately appoint a replacement Trusteesuccessor Trustee unless a successor Trustee has already been appointed by the Holders; failing which such appointment by the Corporation, the retiring Trustee or any other Holder may apply (at the expense of the Corporation) to a judge of the Ontario Superior Supreme Court of JusticeBritish Columbia in Vancouver for, on such notice as such judge may direct, for the appointment of a replacement successor Trustee. The successor Trustee so appointed by the Corporation or by such court shall be subject to removal by the Holders by way of an Act of Holders. Any replacement successor Trustee appointed under any provision of this Section 5.01 section shall be a corporation authorized to carry on the business of a trust business as contemplated hereby company in each Canada or in any province thereof. On any appointment of the Provinces successor Trustee, the successor Trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named in this Warrant Indenture as Trustee. The expenses of Canadaall acts, shall not documents and Proceedings required under this section will be controlled paid by a non-resident person or group the Corporation in the same manner as if the amount thereof were fees payable to the Trustee under this Warrant Indenture. (d) Any successor Trustee shall, immediately upon appointment, become vested with all the estates, properties, rights, powers and trusts of non-resident persons for its predecessor in the purposes trusts under this Warrant Indenture, with like effect as if originally named as Trustee hereunder. Nevertheless, upon the written request of the ITA successor Trustee or of the Corporation and upon payment of all outstanding fees and expenses, the Trustee ceasing to act shall execute and deliver a document assigning and transferring to such successor Trustee, upon the trusts expressed in this Warrant Indenture, all the rights, powers and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver all property (including money) held by such Trustee to the successor Trustee in its place. Should any deed, conveyance or other document in writing from the Corporation be required by (e) Any corporation into which the Trustee is amalgamated or with which it is consolidated or to which all or substantially all of its corporate trust business is sold or is otherwise transferred or any corporation resulting from any consolidation or amalgamation to which the Trustee is a party shall be a successor Trustee under this Warrant Indenture without the execution of any document or any further act; provided that such successor Trustee is a corporation qualified to carry on the business of a trust company in Canada or any province thereof and shall not have a material conflict of interest in its role as a fiduciary under this Agreement. The expense of any act, document or other instrument or thing required under this Section 5.01 will be satisfied from the Trust PropertyWarrant Indenture. (4) Subject to Section 5.01(1), Section 5.01(2) and Section 5.01(3), any replacement or successor Trustee shall, forthwith upon appointment, become vested with all the estates, properties, rights, powers, duties, responsibilities and trusts of its predecessor in the trusts hereunder, with like effect as if originally named as Trustee herein. Nevertheless, upon the written request of the replacement or successor Trustee and upon payment of any outstanding undisputed fees and expenses, the Trustee ceasing to act will do, make, execute and deliver or cause to be done, made, executed or delivered all such acts, documents, deeds or other instruments and things as may be necessary or desirable in order to more effectively assign, transfer and deliver to, and vest in, the replacement or successor Trustee upon the trusts herein expressed, all the rights, powers and trusts of, and all property and money held by, the trustee so ceasing to act. (5) Any company into which the Trustee may be merged or with which it may be consolidated or amalgamated, any company resulting from any merger, consolidation or amalgamation to which the Trustee shall be a party or any company to which the Trustee may transfer all or substantially all of its corporate trust business shall be a successor Trustee under this Agreement without the execution of any instrument or any further act; provided that such successor Trustee shall be a corporation qualified to carry on a trust business as contemplated hereby in each of the Provinces of Canada, shall not be controlled by a non-resident person or group of non-resident persons for the purposes of the ITA and shall not have a material conflict of interest in its role as a fiduciary under this Agreement.

Resignation or Removal of Trustee; Conflict of Interest. (1a) New Transit The Trustee represents and the Partnership, shall have the power at any time, on notice in writing duly executed by both New Transit and the Partnership, warrants to the Trustee Corporation that at the time of the execution and delivery of this Indenture no material conflict of interest exists with respect to remove the existing Trustee and to appoint Trustee's role as a new or successor Trusteefiduciary hereunder. (2b) The Trustee may resign its trust after as trustee hereunder by giving 60 days’ not less than 90 days notice in writing to New Transit and the Partnership Corporation or such shorter notice as New Transit and the Partnership Corporation may accept as sufficient, provided that no such voluntary resignation shall be effective until a replacement Trustee acceptable to New Transit and the Partnership has been appointed in accordance with Section 5.01(4) and has executed a written agreement pursuant to and in compliance with Section 6.01 of the Voting Agreement whereby such replacement Trustee agrees to assume the obligations of the Trustee hereunder, under the Voting Agreement and under any other contract pursuant to which the Trustee is obligated. The Trustee shall resign if: (i) if a material conflict of interest arises in with respect to its role as a trustee under this Agreement, (ii) it ceases to be authorized to carry on the business of a trust company in each of the Provinces of Canada or (iii) it becomes controlled by a non-resident person or group of non-resident persons for the purposes of the ITA, and Indenture that is not rectified eliminated within 90 30 days after the Trustee becomes aware that it has of such a material conflict of interest, has lost such authorization or has become so controlled. Forthwith Immediately after the Trustee becomes aware that it has a material conflict of interest it shall provide New Transit and the Partnership Corporation with written notice of the nature of that conflict. Upon any such resignation, the Trustee shall be discharged from all further duties and liabilities under this AgreementIndenture. If, notwithstanding the foregoing provisions None of this Section 5.01(2), the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement Indenture or the Debentures shall not be affected in any manner whatsoever by reason only of the existence of such a material conflict of interestinterest on the part of the Trustee (whether arising prior to or after the date of this Indenture). If the Trustee contravenes the foregoing provisions of does not comply with this Section 5.01(2)section, any interested party Holder or the Corporation may apply to a judge of the Ontario Superior Supreme Court of Justice, on such notice as such judge may direct, British Columbia in Vancouver for an order that the Trustee be replaced as trustee hereunder. The Trustee represents to New Transit and the Partnership that at the time of the execution and delivery hereof no material conflict of interest exists in the Trustee’s role as a fiduciary hereunder. The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee in its reasonable judgment determines that such act would reasonably be expected to cause it to be in non-compliance with any applicable laws including, without limitation, anti-money laundering or anti-terrorist legislation, economic sanction, regulation or guideline. Further, should the Trustee, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days written notice to New Transit and the Partnership, provided (i) that the Trustee’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Trustee’s satisfaction within such 10 day period, then such resignation shall not be effectiveIndenture. (3c) In the event of the Trustee resigning or being removed by the Holders by Extraordinary Resolution or by the Corporation or being dissolved, becoming insolvent or bankrupt, going into liquidation or otherwise becoming incapable of acting hereunderas trustee under this Indenture, New Transit and the Partnership may forthwith Corporation shall immediately appoint a replacement Trusteesuccessor Trustee unless a successor Trustee has already been appointed by the Holders; failing which such appointment by the Corporation, the retiring Trustee or any other Holder may apply (at the expense of the Corporation) to a judge of the Ontario Superior Supreme Court of JusticeBritish Columbia in Vancouver for, on such notice as such judge may direct, for the appointment of a replacement successor Trustee. The successor Trustee so appointed by the Corporation or by such court shall be subject to removal by the Holders by way of an Act of Holders. Any replacement successor Trustee appointed under any provision of this Section 5.01 section shall be a corporation authorized to carry on the business of a trust business as contemplated hereby company in each Canada or in any province thereof. On any appointment of the Provinces successor Trustee, the successor Trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named in this Indenture as Trustee. The expenses of Canadaall acts, shall not documents and Proceedings required under this section will be controlled paid by a non-resident person or group the Corporation in the same manner as if the amount thereof were fees payable to the Trustee under this Indenture. (d) Any successor Trustee shall, immediately upon appointment, become vested with all the estates, properties, rights, powers and trusts of non-resident persons for its predecessor in the purposes trusts under this Indenture, with like effect as if originally named as Trustee hereunder. Nevertheless, upon the written request of the ITA successor Trustee or of the Corporation and upon payment of all outstanding fees and expenses, the Trustee ceasing to act shall execute and deliver a document assigning and transferring to such successor Trustee, upon the trusts expressed in this Indenture, all the rights, powers and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver all property (including money) held by such Trustee to the successor Trustee in its place. Should any deed, conveyance or other document in writing from the Corporation be required by any successor Trustee 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 other documents in writing shall, on the request of the successor Trustee, be made, executed, acknowledged and delivered by the Corporation. (e) Any corporation into which the Trustee is amalgamated or with which it is consolidated or to which all or substantially all of its corporate trust business is sold or is otherwise transferred or any corporation resulting from any consolidation or amalgamation to which the Trustee is a party shall be a successor Trustee under this Indenture without the execution of any document or any further act; provided that such successor Trustee is a corporation qualified to carry on the business of a trust company in Canada or any province thereof and shall not have a material conflict of interest in its role as a fiduciary under this Agreement. The expense of any act, document or other instrument or thing required under this Section 5.01 will be satisfied from the Trust PropertyIndenture. (4) Subject to Section 5.01(1), Section 5.01(2) and Section 5.01(3), any replacement or successor Trustee shall, forthwith upon appointment, become vested with all the estates, properties, rights, powers, duties, responsibilities and trusts of its predecessor in the trusts hereunder, with like effect as if originally named as Trustee herein. Nevertheless, upon the written request of the replacement or successor Trustee and upon payment of any outstanding undisputed fees and expenses, the Trustee ceasing to act will do, make, execute and deliver or cause to be done, made, executed or delivered all such acts, documents, deeds or other instruments and things as may be necessary or desirable in order to more effectively assign, transfer and deliver to, and vest in, the replacement or successor Trustee upon the trusts herein expressed, all the rights, powers and trusts of, and all property and money held by, the trustee so ceasing to act. (5) Any company into which the Trustee may be merged or with which it may be consolidated or amalgamated, any company resulting from any merger, consolidation or amalgamation to which the Trustee shall be a party or any company to which the Trustee may transfer all or substantially all of its corporate trust business shall be a successor Trustee under this Agreement without the execution of any instrument or any further act; provided that such successor Trustee shall be a corporation qualified to carry on a trust business as contemplated hereby in each of the Provinces of Canada, shall not be controlled by a non-resident person or group of non-resident persons for the purposes of the ITA and shall not have a material conflict of interest in its role as a fiduciary under this Agreement.

Resignation or Removal of Trustee; Conflict of Interest. ‌ (1a) New Transit The Trustee represents and the Partnership, shall have the power at any time, on notice in writing duly executed by both New Transit and the Partnership, warrants to the Trustee Corporation that at the time of the execution and delivery of this Warrant Indenture no material conflict of interest exists with respect to remove the existing Trustee and to appoint Trustee’s role as a new or successor Trusteefiduciary hereunder. (2b) The Trustee may resign its trust after as trustee hereunder by giving not less than 60 days’ notice in writing to New Transit and the Partnership Corporation or such shorter notice as New Transit and the Partnership Corporation may accept as sufficient, provided that no such voluntary resignation shall be effective until a replacement Trustee acceptable to New Transit and the Partnership has been appointed in accordance with Section 5.01(4) and has executed a written agreement pursuant to and in compliance with Section 6.01 of the Voting Agreement whereby such replacement Trustee agrees to assume the obligations of the Trustee hereunder, under the Voting Agreement and under any other contract pursuant to which the Trustee is obligated. The Trustee shall resign if: (i) if a material conflict of interest arises in with respect to its role as a trustee under this Agreement, (ii) it ceases to be authorized to carry on the business of a trust company in each of the Provinces of Canada or (iii) it becomes controlled by a non-resident person or group of non-resident persons for the purposes of the ITA, and Warrant Indenture that is not rectified eliminated within 90 days after the Trustee becomes aware that it has of such a material conflict of interest, has lost such authorization or has become so controlled. Forthwith Immediately after the Trustee becomes aware that it has a material conflict of interest it shall provide New Transit and the Partnership Corporation with written notice of the nature of that conflict. Upon any such resignation, the Trustee shall be discharged from all further duties and liabilities under this AgreementWarrant Indenture. If, notwithstanding the foregoing provisions None of this Section 5.01(2), the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement Warrant Indenture or the Warrants shall not be affected in any manner whatsoever by reason only of the existence of such a material conflict of interestinterest on the part of the Trustee (whether arising prior to or after the date of this Warrant Indenture). If the Trustee contravenes the foregoing provisions of does not comply with this Section 5.01(2)section, any interested party Holder or the Corporation may apply to a judge of the Ontario Superior Supreme Court of Justice, on such notice as such judge may direct, British Columbia in Vancouver for an order that the Trustee be replaced as trustee hereunder. The Trustee represents to New Transit and the Partnership that at the time of the execution and delivery hereof no material conflict of interest exists in the Trustee’s role as a fiduciary hereunder. The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee in its reasonable judgment determines that such act would reasonably be expected to cause it to be in non-compliance with any applicable laws including, without limitation, anti-money laundering or anti-terrorist legislation, economic sanction, regulation or guideline. Further, should the Trustee, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days written notice to New Transit and the Partnership, provided (i) that the Trustee’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Trustee’s satisfaction within such 10 day period, then such resignation shall not be effectiveWarrant Indenture. (3c) In the event of the Trustee resigning or being removed by the Holders by Extraordinary Resolution or by the Corporation or being dissolved, becoming insolvent or bankrupt, going into liquidation or otherwise becoming incapable of acting as trustee under this Warrant Indenture, the (d) Any successor Trustee shall, immediately upon appointment, become vested with all the estates, properties, rights, powers and trusts of its predecessor in the trusts under this Warrant Indenture, with like effect as if originally named as Trustee hereunder. Nevertheless, New Transit upon the written request of the successor Trustee or of the Corporation and upon payment of all outstanding fees and expenses, the Partnership may forthwith appoint Trustee ceasing to act shall execute and deliver a replacement document assigning and transferring to such successor Trustee; failing , upon the trusts expressed in this Warrant Indenture, all the rights, powers and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver all property (including money) held by such Trustee to the successor Trustee in its place. Should any deed, conveyance or other document in writing from the Corporation be required by any successor Trustee 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 other documents in writing shall, on the request of the successor Trustee, be made, executed, acknowledged and delivered by the Corporation. (e) Any corporation into which the retiring Trustee may apply is amalgamated or with which it is consolidated or to which all or substantially all of its corporate trust business is sold or is otherwise transferred or any corporation resulting from any consolidation or amalgamation to which the Trustee is a judge of the Ontario Superior Court of Justice, on such notice as such judge may direct, for the appointment of a replacement Trustee. Any replacement Trustee appointed under any provision of this Section 5.01 party shall be a successor Trustee under this Warrant Indenture without the execution of any document or any further act; provided that such successor Trustee is a corporation authorized qualified to carry on the business of a trust business as contemplated hereby company in each of the Provinces of Canada, shall not be controlled by a non-resident person Canada or group of non-resident persons for the purposes of the ITA any province thereof and shall not have a material conflict of interest in its role as a fiduciary under this Agreement. The expense of any act, document or other instrument or thing required under this Section 5.01 will be satisfied from the Trust PropertyWarrant Indenture. (4) Subject to Section 5.01(1), Section 5.01(2) and Section 5.01(3), any replacement or successor Trustee shall, forthwith upon appointment, become vested with all the estates, properties, rights, powers, duties, responsibilities and trusts of its predecessor in the trusts hereunder, with like effect as if originally named as Trustee herein. Nevertheless, upon the written request of the replacement or successor Trustee and upon payment of any outstanding undisputed fees and expenses, the Trustee ceasing to act will do, make, execute and deliver or cause to be done, made, executed or delivered all such acts, documents, deeds or other instruments and things as may be necessary or desirable in order to more effectively assign, transfer and deliver to, and vest in, the replacement or successor Trustee upon the trusts herein expressed, all the rights, powers and trusts of, and all property and money held by, the trustee so ceasing to act. (5) Any company into which the Trustee may be merged or with which it may be consolidated or amalgamated, any company resulting from any merger, consolidation or amalgamation to which the Trustee shall be a party or any company to which the Trustee may transfer all or substantially all of its corporate trust business shall be a successor Trustee under this Agreement without the execution of any instrument or any further act; provided that such successor Trustee shall be a corporation qualified to carry on a trust business as contemplated hereby in each of the Provinces of Canada, shall not be controlled by a non-resident person or group of non-resident persons for the purposes of the ITA and shall not have a material conflict of interest in its role as a fiduciary under this Agreement.

Resignation or Removal of Trustee; Conflict of Interest. (1a) New Transit The Trustee represents and the Partnership, shall have the power at any time, on notice in writing duly executed by both New Transit and the Partnership, warrants to the Trustee Corporation that at the time of the execution and delivery of this Warrant Indenture no material conflict of interest exists with respect to remove the existing Trustee and to appoint Trustee's role as a new or successor Trusteefiduciary hereunder. (2b) The Trustee may resign its trust after as trustee hereunder by giving not less than 60 days’ ' notice in writing to New Transit and the Partnership Corporation or such shorter notice as New Transit and the Partnership Corporation may accept as sufficient, provided that no such voluntary resignation shall be effective until a replacement Trustee acceptable to New Transit and the Partnership has been appointed in accordance with Section 5.01(4) and has executed a written agreement pursuant to and in compliance with Section 6.01 of the Voting Agreement whereby such replacement Trustee agrees to assume the obligations of the Trustee hereunder, under the Voting Agreement and under any other contract pursuant to which the Trustee is obligated. The Trustee shall resign if: (i) if a material conflict of interest arises in with respect to its role as a trustee under this Agreement, (ii) it ceases to be authorized to carry on the business of a trust company in each of the Provinces of Canada or (iii) it becomes controlled by a non-resident person or group of non-resident persons for the purposes of the ITA, and Warrant Indenture that is not rectified eliminated within 90 days after the Trustee becomes aware that it has of such a material conflict of interest, has lost such authorization or has become so controlled. Forthwith Immediately after the Trustee becomes aware that it has a material conflict of interest it shall provide New Transit and the Partnership Corporation with written notice of the nature of that conflict. Upon any such resignation, the Trustee shall be discharged from all further duties and liabilities under this AgreementWarrant Indenture. If, notwithstanding the foregoing provisions None of this Section 5.01(2), the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement Warrant Indenture or the Warrants shall not be affected in any manner whatsoever by reason only of the existence of such a material conflict of interestinterest on the part of the Trustee (whether arising prior to or after the date of this Warrant Indenture). If the Trustee contravenes the foregoing provisions of does not comply with this Section 5.01(2)section, any interested party Holder or the Corporation may apply to a judge of the Ontario Superior Supreme Court of Justice, on such notice as such judge may direct, British Columbia in Vancouver for an order that the Trustee be replaced as trustee hereunder. The Trustee represents to New Transit and the Partnership that at the time of the execution and delivery hereof no material conflict of interest exists in the Trustee’s role as a fiduciary hereunder. The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee in its reasonable judgment determines that such act would reasonably be expected to cause it to be in non-compliance with any applicable laws including, without limitation, anti-money laundering or anti-terrorist legislation, economic sanction, regulation or guideline. Further, should the Trustee, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days written notice to New Transit and the Partnership, provided (i) that the Trustee’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Trustee’s satisfaction within such 10 day period, then such resignation shall not be effectiveWarrant Indenture. (3c) In the event of the Trustee resigning or being removed by the Holders by Extraordinary Resolution or by the Corporation or being dissolved, becoming insolvent or bankrupt, going into liquidation or otherwise becoming incapable of acting hereunderas trustee under this Warrant Indenture, New Transit and the Partnership may forthwith Corporation shall immediately appoint a replacement Trusteesuccessor Trustee unless a successor Trustee has already been appointed by the Holders; failing which such appointment by the Corporation, the retiring Trustee or any other Holder may apply (at the expense of the Corporation) to a judge of the Ontario Superior Supreme Court of JusticeBritish Columbia in Vancouver for, on such notice as such judge may direct, for the appointment of a replacement successor Trustee. The successor Trustee so appointed by the Corporation or by such court shall be subject to removal by the Holders by way of an Act of Holders. Any replacement successor Trustee appointed under any provision of this Section 5.01 section shall be a corporation authorized to carry on the business of a trust business as contemplated hereby company in each Canada or in any province thereof. On any appointment of the Provinces successor Trustee, the successor Trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named in this Warrant Indenture as Trustee. The expenses of Canadaall acts, shall not documents and Proceedings required under this section will be controlled paid by a non-resident person or group the Corporation in the same manner as if the amount thereof were fees payable to the Trustee under this Warrant Indenture. (d) Any successor Trustee shall, immediately upon appointment, become vested with all the estates, properties, rights, powers and trusts of non-resident persons for its predecessor in the purposes trusts under this Warrant Indenture, with like effect as if originally named as Trustee hereunder. Nevertheless, upon the written request of the ITA successor Trustee or of the Corporation and upon payment of all outstanding fees and expenses, the Trustee ceasing to act shall execute and deliver a document assigning and transferring to such successor Trustee, upon the trusts expressed in this Warrant Indenture, all the rights, powers and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver all property (including money) held by such Trustee to the successor Trustee in its place. Should any deed, conveyance or other document in writing from the Corporation be required by any successor Trustee 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 other documents in writing shall, on the request of the successor Trustee, be made, executed, acknowledged and delivered by the Corporation. (e) Any corporation into which the Trustee is amalgamated or with which it is consolidated or to which all or substantially all of its corporate trust business is sold or is otherwise transferred or any corporation resulting from any consolidation or amalgamation to which the Trustee is a party shall be a successor Trustee under this Warrant Indenture without the execution of any document or any further act; provided that such successor Trustee is a corporation qualified to carry on the business of a trust company in Canada or any province thereof and shall not have a material conflict of interest in its role as a fiduciary under this Agreement. The expense of any act, document or other instrument or thing required under this Section 5.01 will be satisfied from the Trust PropertyWarrant Indenture. (4) Subject to Section 5.01(1), Section 5.01(2) and Section 5.01(3), any replacement or successor Trustee shall, forthwith upon appointment, become vested with all the estates, properties, rights, powers, duties, responsibilities and trusts of its predecessor in the trusts hereunder, with like effect as if originally named as Trustee herein. Nevertheless, upon the written request of the replacement or successor Trustee and upon payment of any outstanding undisputed fees and expenses, the Trustee ceasing to act will do, make, execute and deliver or cause to be done, made, executed or delivered all such acts, documents, deeds or other instruments and things as may be necessary or desirable in order to more effectively assign, transfer and deliver to, and vest in, the replacement or successor Trustee upon the trusts herein expressed, all the rights, powers and trusts of, and all property and money held by, the trustee so ceasing to act. (5) Any company into which the Trustee may be merged or with which it may be consolidated or amalgamated, any company resulting from any merger, consolidation or amalgamation to which the Trustee shall be a party or any company to which the Trustee may transfer all or substantially all of its corporate trust business shall be a successor Trustee under this Agreement without the execution of any instrument or any further act; provided that such successor Trustee shall be a corporation qualified to carry on a trust business as contemplated hereby in each of the Provinces of Canada, shall not be controlled by a non-resident person or group of non-resident persons for the purposes of the ITA and shall not have a material conflict of interest in its role as a fiduciary under this Agreement.

Resignation or Removal of Trustee; Conflict of Interest. (1a) New Transit The Trustee represents and the Partnership, shall have the power at any time, on notice in writing duly executed by both New Transit and the Partnership, warrants to the Trustee Corporation that at the time of the execution and delivery of this Indenture no material conflict of interest exists with respect to remove the existing Trustee and to appoint Trustee’s role as a new or successor Trusteefiduciary hereunder. (2b) The Trustee may resign its trust after as trustee hereunder by giving not less than 60 days’ days notice in writing to New Transit and the Partnership Corporation or such shorter notice as New Transit and the Partnership Corporation may accept as sufficient, provided that no such voluntary resignation shall be effective until a replacement Trustee acceptable to New Transit and the Partnership has been appointed in accordance with Section 5.01(4) and has executed a written agreement pursuant to and in compliance with Section 6.01 of the Voting Agreement whereby such replacement Trustee agrees to assume the obligations of the Trustee hereunder, under the Voting Agreement and under any other contract pursuant to which the Trustee is obligated. The Trustee shall resign if: (i) if a material conflict of interest arises in with respect to its role as a trustee under this Agreement, (ii) it ceases to be authorized to carry on the business of a trust company in each of the Provinces of Canada or (iii) it becomes controlled by a non-resident person or group of non-resident persons for the purposes of the ITA, and Indenture that is not rectified eliminated within 90 days after the Trustee becomes aware that it has of such a material conflict 50 of interest, has lost such authorization or has become so controlled. Forthwith Immediately after the Trustee becomes aware that it has a material conflict of interest it shall provide New Transit and the Partnership Corporation with written notice of the nature of that conflict. Upon any such resignation, the Trustee shall be discharged from all further duties and liabilities under this AgreementIndenture. If, notwithstanding the foregoing provisions None of this Section 5.01(2), the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement Indenture or the Debentures shall not be affected in any manner whatsoever by reason only of the existence of such a material conflict of interestinterest on the part of the Trustee (whether arising prior to or after the date of this Indenture). If the Trustee contravenes the foregoing provisions of does not comply with this Section 5.01(2)section, any interested party Holder or the Corporation may apply to a judge of the Ontario Superior Supreme Court of Justice, on such notice as such judge may direct, British Columbia in Vancouver for an order that the Trustee be replaced as trustee hereunder. The Trustee represents to New Transit and the Partnership that at the time of the execution and delivery hereof no material conflict of interest exists in the Trustee’s role as a fiduciary hereunder. The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee in its reasonable judgment determines that such act would reasonably be expected to cause it to be in non-compliance with any applicable laws including, without limitation, anti-money laundering or anti-terrorist legislation, economic sanction, regulation or guideline. Further, should the Trustee, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days written notice to New Transit and the Partnership, provided (i) that the Trustee’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Trustee’s satisfaction within such 10 day period, then such resignation shall not be effectiveIndenture. (3c) In the event of the Trustee resigning or being removed by the Holders by Extraordinary Resolution or by the Corporation or being dissolved, becoming insolvent or bankrupt, going into liquidation or otherwise becoming incapable of acting hereunderas trustee under this Indenture, New Transit and the Partnership may forthwith Corporation shall immediately appoint a replacement Trusteesuccessor Trustee unless a successor Trustee has already been appointed by the Holders; failing which such appointment by the Corporation, the retiring Trustee or any other Holder may apply (at the expense of the Corporation) to a judge of the Ontario Superior Supreme Court of JusticeBritish Columbia in Vancouver for, on such notice as such judge may direct, for the appointment of a replacement successor Trustee. The successor Trustee so appointed by the Corporation or by such court shall be subject to removal by the Holders by way of an Act of Holders. Any replacement successor Trustee appointed under any provision of this Section 5.01 section shall be a corporation authorized to carry on the business of a trust business as contemplated hereby company in each Canada or in any province thereof. On any appointment of the Provinces successor Trustee, the successor Trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named in this Indenture as Trustee. The expenses of Canadaall acts, shall not documents and Proceedings required under this section will be controlled paid by a non-resident person or group the Corporation in the same manner as if the amount thereof were fees payable to the Trustee under this Indenture. (d) Any successor Trustee shall, immediately upon appointment, become vested with all the estates, properties, rights, powers and trusts of non-resident persons for its predecessor in the purposes trusts under this Indenture, with like effect as if originally named as Trustee hereunder. Nevertheless, upon the written request of the ITA successor Trustee or of the Corporation and upon payment of all outstanding fees and expenses, the Trustee ceasing to act shall execute and deliver a document assigning and transferring to such successor Trustee, upon the trusts expressed in this Indenture, all the rights, powers and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver all property (including money) held by such Trustee to the successor Trustee in its place. Should any deed, conveyance or other document in writing from the Corporation be required by any successor Trustee 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 other documents in writing shall, on the request of the successor Trustee, be made, executed, acknowledged and delivered by the Corporation. (e) Any corporation into which the Trustee is amalgamated or with which it is consolidated or to which all or substantially all of its corporate trust business is sold or is otherwise transferred or any corporation resulting from any consolidation or amalgamation to which the Trustee is a party shall be a successor Trustee under this Indenture without the execution of any document or any further act; provided that such successor Trustee is a corporation qualified to carry on the business of a trust company in Canada or any province thereof and shall not have a material conflict of interest in its role as a fiduciary under this Agreement. The expense of any act, document or other instrument or thing required under this Section 5.01 will be satisfied from the Trust PropertyIndenture. (4) Subject to Section 5.01(1), Section 5.01(2) and Section 5.01(3), any replacement or successor Trustee shall, forthwith upon appointment, become vested with all the estates, properties, rights, powers, duties, responsibilities and trusts of its predecessor in the trusts hereunder, with like effect as if originally named as Trustee herein. Nevertheless, upon the written request of the replacement or successor Trustee and upon payment of any outstanding undisputed fees and expenses, the Trustee ceasing to act will do, make, execute and deliver or cause to be done, made, executed or delivered all such acts, documents, deeds or other instruments and things as may be necessary or desirable in order to more effectively assign, transfer and deliver to, and vest in, the replacement or successor Trustee upon the trusts herein expressed, all the rights, powers and trusts of, and all property and money held by, the trustee so ceasing to act. (5) Any company into which the Trustee may be merged or with which it may be consolidated or amalgamated, any company resulting from any merger, consolidation or amalgamation to which the Trustee shall be a party or any company to which the Trustee may transfer all or substantially all of its corporate trust business shall be a successor Trustee under this Agreement without the execution of any instrument or any further act; provided that such successor Trustee shall be a corporation qualified to carry on a trust business as contemplated hereby in each of the Provinces of Canada, shall not be controlled by a non-resident person or group of non-resident persons for the purposes of the ITA and shall not have a material conflict of interest in its role as a fiduciary under this Agreement.

Resignation or Removal of Trustee; Conflict of Interest. ‌ (1) New Transit The Trustee represents and the Partnership, shall have the power at any time, on notice in writing duly executed by both New Transit and the Partnership, warrants to the Trustee Corporation that at the time of the execution and delivery of this Indenture no material conflict of interest exists with respect to remove the existing Trustee and to appoint Trustee’s role as a new or successor Trusteefiduciary hereunder. (2) The Trustee may resign its trust after as trustee hereunder by giving not less than 60 days’ days notice in writing to New Transit and the Partnership Corporation or such shorter notice as New Transit and the Partnership Corporation may accept as sufficient, provided that no such voluntary resignation shall be effective until a replacement Trustee acceptable to New Transit and the Partnership has been appointed in accordance with Section 5.01(4) and has executed a written agreement pursuant to and in compliance with Section 6.01 of the Voting Agreement whereby such replacement Trustee agrees to assume the obligations of the Trustee hereunder, under the Voting Agreement and under any other contract pursuant to which the Trustee is obligated. The Trustee shall resign if: (i) if a material conflict of interest arises in with respect to its role as a trustee under this Agreement, (ii) it ceases to be authorized to carry on the business of a trust company in each of the Provinces of Canada or (iii) it becomes controlled by a non-resident person or group of non-resident persons for the purposes of the ITA, and Indenture that is not rectified eliminated within 90 days after the Trustee becomes aware that it has of such a material conflict of interest, has lost such authorization or has become so controlled. Forthwith Immediately after the Trustee becomes aware that it has a material conflict of interest it shall provide New Transit and the Partnership Corporation with written notice of the nature of that conflict. Upon any such resignation, the Trustee shall be discharged from all further duties and liabilities under this AgreementIndenture. If, notwithstanding the foregoing provisions None of this Section 5.01(2), the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement Indenture or the Debentures shall not be affected in any manner whatsoever by reason only of the existence of such a material conflict of interestinterest on the part of the Trustee (whether arising prior to or after the date of this Indenture). If the Trustee contravenes the foregoing provisions of does not comply with this Section 5.01(2)section, any interested party Holder or the Corporation may apply to a judge of the Ontario Superior Court of Justice, on such notice as such judge may direct, Justice sitting in Toronto for an order that the Trustee be replaced as trustee hereunder. The Trustee represents to New Transit and the Partnership that at the time of the execution and delivery hereof no material conflict of interest exists in the Trustee’s role as a fiduciary hereunder. The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee in its reasonable judgment determines that such act would reasonably be expected to cause it to be in non-compliance with any applicable laws including, without limitation, anti-money laundering or anti-terrorist legislation, economic sanction, regulation or guideline. Further, should the Trustee, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days written notice to New Transit and the Partnership, provided (i) that the Trustee’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Trustee’s satisfaction within such 10 day period, then such resignation shall not be effectiveIndenture. (3) In the event of the Trustee resigning or being removed by the Holders by Extraordinary Resolution or by the Corporation or being dissolved, becoming insolvent or bankrupt, going into liquidation or otherwise becoming incapable of acting hereunderas trustee under this Indenture, New Transit and the Partnership may forthwith Corporation shall immediately appoint a replacement Trusteesuccessor Trustee unless a successor Trustee has already been appointed by the Holders; failing which such appointment by the Corporation, the retiring Trustee or any other Holder may apply to a judge of the Ontario Superior Court of JusticeJustice sitting in Toronto, on such notice as such judge may direct, for the appointment of a replacement successor Trustee. The successor Trustee so appointed by the Corporation or by such court shall be subject to removal by the Holders by way of an Act of Holders. Any replacement successor Trustee appointed under any provision of this Section 5.01 section shall be a corporation authorized to carry on the business of a trust business as contemplated hereby company in each Alberta or Canada. On any appointment of the Provinces successor Trustee, the successor Trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named in this Indenture as Trustee. The expenses of Canadaall acts, shall not documents and Proceedings required under this section will be controlled paid by a non-resident person or group the Corporation in the same manner as if the amount thereof were fees payable to the Trustee under this Indenture. (4) Any successor Trustee shall, immediately upon appointment, become vested with all the estates, properties, rights, powers and trusts of non-resident persons for its predecessor in the purposes trusts under this Indenture, with like effect as if originally named as Trustee hereunder. Nevertheless, upon the written request of the ITA successor Trustee or of the Corporation and upon payment of all outstanding fees and expenses, the Trustee ceasing to act shall execute and deliver a document assigning and transferring to such successor Trustee, upon the trusts expressed in this Indenture, all the rights, powers and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver all property (including money) held by such Trustee to the successor Trustee in its place. Should any deed, conveyance or other document in writing from the Corporation be required by any successor Trustee 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 other documents in writing shall, on the request of the successor Trustee, be made, executed, acknowledged and delivered by the Corporation. (5) Any corporation into which the Trustee is amalgamated or with which it is consolidated or to which all or substantially all of its corporate trust business is sold or is otherwise transferred or any corporation resulting from any consolidation, merger or amalgamation to which the Trustee is a party shall be a successor Trustee under this Indenture without the execution of any document or any further act; provided that such successor Trustee is a corporation qualified to carry on the business of a trust company in Canada or any province thereof and in the United States, and shall not have a material conflict of interest in its role as a fiduciary under this Agreement. The expense of any act, document or other instrument or thing required under this Section 5.01 will be satisfied from the Trust PropertyIndenture. (4) Subject to Section 5.01(1), Section 5.01(2) and Section 5.01(3), any replacement or successor Trustee shall, forthwith upon appointment, become vested with all the estates, properties, rights, powers, duties, responsibilities and trusts of its predecessor in the trusts hereunder, with like effect as if originally named as Trustee herein. Nevertheless, upon the written request of the replacement or successor Trustee and upon payment of any outstanding undisputed fees and expenses, the Trustee ceasing to act will do, make, execute and deliver or cause to be done, made, executed or delivered all such acts, documents, deeds or other instruments and things as may be necessary or desirable in order to more effectively assign, transfer and deliver to, and vest in, the replacement or successor Trustee upon the trusts herein expressed, all the rights, powers and trusts of, and all property and money held by, the trustee so ceasing to act. (5) Any company into which the Trustee may be merged or with which it may be consolidated or amalgamated, any company resulting from any merger, consolidation or amalgamation to which the Trustee shall be a party or any company to which the Trustee may transfer all or substantially all of its corporate trust business shall be a successor Trustee under this Agreement without the execution of any instrument or any further act; provided that such successor Trustee shall be a corporation qualified to carry on a trust business as contemplated hereby in each of the Provinces of Canada, shall not be controlled by a non-resident person or group of non-resident persons for the purposes of the ITA and shall not have a material conflict of interest in its role as a fiduciary under this Agreement.

Resignation or Removal of Trustee; Conflict of Interest. (1) New Transit The Trustee represents and the Partnership, shall have the power at any time, on notice in writing duly executed by both New Transit and the Partnership, warrants to the Trustee Corporation that at the time of the execution and delivery of this Indenture no material conflict of interest exists with respect to remove the existing Trustee and to appoint Trustee’s role as a new or successor Trusteefiduciary hereunder. (2) The Trustee may resign its trust after as trustee hereunder by giving not less than 60 days’ days notice in writing to New Transit and the Partnership Corporation or such shorter notice as New Transit and the Partnership Corporation may accept as sufficient, provided that no such voluntary resignation shall be effective until a replacement Trustee acceptable to New Transit and the Partnership has been appointed in accordance with Section 5.01(4) and has executed a written agreement pursuant to and in compliance with Section 6.01 of the Voting Agreement whereby such replacement Trustee agrees to assume the obligations of the Trustee hereunder, under the Voting Agreement and under any other contract pursuant to which the Trustee is obligated. The Trustee shall resign if: (i) if a material conflict of interest arises in with respect to its role as a trustee under this Agreement, (ii) it ceases to be authorized to carry on the business of a trust company in each of the Provinces of Canada or (iii) it becomes controlled by a non-resident person or group of non-resident persons for the purposes of the ITA, and Indenture that is not rectified eliminated within 90 days after the Trustee becomes aware that it has of such a material conflict of interest, has lost such authorization or has become so controlled. Forthwith Immediately after the Trustee becomes aware that it has a material conflict of interest it shall provide New Transit and the Partnership Corporation with written notice of the nature of that conflict. Upon any such resignation, the Trustee shall be discharged from all further duties and liabilities under this AgreementIndenture. If, notwithstanding the foregoing provisions None of this Section 5.01(2), the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement Indenture or the Debentures shall not be affected in any manner whatsoever by reason only of the existence of such a material conflict of interestinterest on the part of the Trustee (whether arising prior to or after the date of this Indenture). If the Trustee contravenes the foregoing provisions of does not comply with this Section 5.01(2)section, any interested party Holder or the Corporation may apply to a judge of the Ontario Superior Court of Justice, on such notice as such judge may direct, Justice sitting in Toronto for an order that the Trustee be replaced as trustee hereunder. The Trustee represents to New Transit and the Partnership that at the time of the execution and delivery hereof no material conflict of interest exists in the Trustee’s role as a fiduciary hereunder. The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee in its reasonable judgment determines that such act would reasonably be expected to cause it to be in non-compliance with any applicable laws including, without limitation, anti-money laundering or anti-terrorist legislation, economic sanction, regulation or guideline. Further, should the Trustee, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days written notice to New Transit and the Partnership, provided (i) that the Trustee’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Trustee’s satisfaction within such 10 day period, then such resignation shall not be effectiveIndenture. (3) In the event of the Trustee resigning or being removed by the Holders by Extraordinary Resolution or by the Corporation or being dissolved, becoming insolvent or bankrupt, going into liquidation or otherwise becoming incapable of acting hereunderas trustee under this Indenture, New Transit and the Partnership may forthwith Corporation shall immediately appoint a replacement Trusteesuccessor Trustee unless a successor Trustee has already been appointed by the Holders; failing which such appointment by the Corporation, the retiring Trustee or any other Holder may apply to a judge of the Ontario Superior Court of JusticeJustice sitting in Toronto, on such notice as such judge may direct, for the appointment of a replacement successor Trustee. The successor Trustee so appointed by the Corporation or by such court shall be subject to removal by the Holders by way of an Act of Holders. Any replacement successor Trustee appointed under any provision of this Section 5.01 section shall be a corporation authorized to carry on the business of a trust business as contemplated hereby company in each Alberta or Canada. On any appointment of the Provinces successor Trustee, the successor Trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named in this Indenture as Trustee. The expenses of Canadaall acts, shall not documents and Proceedings required under this section will be controlled paid by a non-resident person or group the Corporation in the same manner as if the amount thereof were fees payable to the Trustee under this Indenture. (4) Any successor Trustee shall, immediately upon appointment, become vested with all the estates, properties, rights, powers and trusts of non-resident persons for its predecessor in the purposes trusts under this Indenture, with like effect as if originally named as Trustee hereunder. Nevertheless, upon the written request of the ITA successor Trustee or of the Corporation and upon payment of all outstanding fees and expenses, the Trustee ceasing to act shall execute and deliver a document assigning and transferring to such successor Trustee, upon the trusts expressed in this Indenture, all the rights, powers and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver all property (including money) held by such Trustee to the successor Trustee in its place. Should any deed, conveyance or other document in writing from the Corporation be required by any successor Trustee 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 other documents in writing shall, on the request of the successor Trustee, be made, executed, acknowledged and delivered by the Corporation. (5) Any corporation into which the Trustee is amalgamated or with which it is consolidated or to which all or substantially all of its corporate trust business is sold or is otherwise transferred or any corporation resulting from any consolidation or amalgamation to which the Trustee is a party shall be a successor Trustee under this Indenture without the execution of any document or any further act; provided that such successor Trustee is a corporation qualified to carry on the business of a trust company in Canada or any province thereof and shall not have a material conflict of interest in its role as a fiduciary under this Agreement. The expense of any act, document or other instrument or thing required under this Section 5.01 will be satisfied from the Trust PropertyIndenture. (4) Subject to Section 5.01(1), Section 5.01(2) and Section 5.01(3), any replacement or successor Trustee shall, forthwith upon appointment, become vested with all the estates, properties, rights, powers, duties, responsibilities and trusts of its predecessor in the trusts hereunder, with like effect as if originally named as Trustee herein. Nevertheless, upon the written request of the replacement or successor Trustee and upon payment of any outstanding undisputed fees and expenses, the Trustee ceasing to act will do, make, execute and deliver or cause to be done, made, executed or delivered all such acts, documents, deeds or other instruments and things as may be necessary or desirable in order to more effectively assign, transfer and deliver to, and vest in, the replacement or successor Trustee upon the trusts herein expressed, all the rights, powers and trusts of, and all property and money held by, the trustee so ceasing to act. (5) Any company into which the Trustee may be merged or with which it may be consolidated or amalgamated, any company resulting from any merger, consolidation or amalgamation to which the Trustee shall be a party or any company to which the Trustee may transfer all or substantially all of its corporate trust business shall be a successor Trustee under this Agreement without the execution of any instrument or any further act; provided that such successor Trustee shall be a corporation qualified to carry on a trust business as contemplated hereby in each of the Provinces of Canada, shall not be controlled by a non-resident person or group of non-resident persons for the purposes of the ITA and shall not have a material conflict of interest in its role as a fiduciary under this Agreement.

Resignation or Removal of Trustee; Conflict of Interest. (1) New Transit The Trustee represents and the Partnership, shall have the power at any time, on notice in writing duly executed by both New Transit and the Partnership, warrants to the Trustee Corporation that at the time of the execution and delivery of this Indenture no material conflict of interest exists with respect to remove the existing Trustee and to appoint Trustee’s role as a new or successor Trusteefiduciary hereunder. (2) The Trustee may resign its trust after as trustee hereunder by giving not less than 60 days’ days notice in writing to New Transit and the Partnership Corporation or such shorter notice as New Transit and the Partnership Corporation may accept as sufficient, provided that no such voluntary resignation shall be effective until a replacement Trustee acceptable to New Transit and the Partnership has been appointed in accordance with Section 5.01(4) and has executed a written agreement pursuant to and in compliance with Section 6.01 of the Voting Agreement whereby such replacement Trustee agrees to assume the obligations of the Trustee hereunder, under the Voting Agreement and under any other contract pursuant to which the Trustee is obligated. The Trustee shall resign if: (i) if a material conflict of interest arises in with respect to its role as a trustee under this Agreement, (ii) it ceases to be authorized to carry on the business of a trust company in each of the Provinces of Canada or (iii) it becomes controlled by a non-resident person or group of non-resident persons for the purposes of the ITA, and Indenture that is not rectified eliminated within 90 days after the Trustee becomes aware that it has of such a material conflict of interest, has lost such authorization or has become so controlled. Forthwith Immediately after the Trustee becomes aware that it has a material conflict of interest it shall provide New Transit and the Partnership Corporation with written notice of the nature of that conflict. Upon any such resignation, the Trustee shall be discharged from all further duties and liabilities under this AgreementIndenture. If, notwithstanding the foregoing provisions None of this Section 5.01(2), the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement Indenture or the Debentures shall not be affected in any manner whatsoever by reason only of the existence of such a material conflict of interestinterest on the part of the Trustee (whether arising prior to or after the date of this Indenture). If the Trustee contravenes the foregoing provisions of does not comply with this Section 5.01(2)section, any interested party Holder or the Corporation may apply to a judge of the Ontario Superior Court of Justice, on such notice as such judge may direct, Justice sitting in Toronto for an order that the Trustee be replaced as trustee hereunder. The Trustee represents to New Transit and the Partnership that at the time of the execution and delivery hereof no material conflict of interest exists in the Trustee’s role as a fiduciary hereunder. The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee in its reasonable judgment determines that such act would reasonably be expected to cause it to be in non-compliance with any applicable laws including, without limitation, anti-money laundering or anti-terrorist legislation, economic sanction, regulation or guideline. Further, should the Trustee, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days written notice to New Transit and the Partnership, provided (i) that the Trustee’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Trustee’s satisfaction within such 10 day period, then such resignation shall not be effectiveIndenture. (3) In the event of the Trustee resigning or being removed by the Holders by Extraordinary Resolution or by the Corporation or being dissolved, becoming insolvent or bankrupt, going into liquidation or otherwise becoming incapable of acting hereunderas trustee under this Indenture, New Transit and the Partnership may forthwith Corporation shall immediately appoint a replacement Trusteesuccessor Trustee unless a successor Trustee has already been appointed by the Holders; failing which such appointment by the Corporation, the retiring Trustee or any other Holder may apply (at the expense of the Corporation) to a judge of the Ontario Superior Court of JusticeJustice sitting in Toronto, on such notice as such judge may direct, for the appointment of a replacement successor Trustee. The successor Trustee so appointed by the Corporation or by such court shall be subject to removal by the Holders by way of an Act of Holders. Any replacement successor Trustee appointed under any provision of this Section 5.01 section shall be a corporation authorized to carry on the business of a trust business as contemplated hereby company in each Ontario or Canada. On any appointment of the Provinces successor Trustee, the successor Trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named in this Indenture as Trustee. The expenses of Canadaall acts, shall not documents and Proceedings required under this section will be controlled paid by a non-resident person or group the Corporation in the same manner as if the amount thereof were fees payable to the Trustee under this Indenture. (4) Any successor Trustee shall, immediately upon appointment, become vested with all the estates, properties, rights, powers and trusts of non-resident persons for its predecessor in the purposes trusts under this Indenture, with like effect as if originally named as Trustee hereunder. Nevertheless, upon the written request of the ITA successor Trustee or of the Corporation and upon payment of all outstanding fees and expenses, the Trustee ceasing to act shall execute and deliver a document assigning and transferring to such successor Trustee, upon the trusts expressed in this Indenture, all the rights, powers and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver all property (including money) held by such Trustee to the successor Trustee in its place. Should any deed, conveyance or other document in writing from the Corporation be required by any successor Trustee 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 other documents in writing shall, on the request of the successor Trustee, be made, executed, acknowledged and delivered by the Corporation. (5) Any corporation into which the Trustee is amalgamated or with which it is consolidated or to which all or substantially all of its corporate trust business is sold or is otherwise transferred or any corporation resulting from any consolidation or amalgamation to which the Trustee is a party shall be a successor Trustee under this Indenture without the execution of any document or any further act; provided that such successor Trustee is a corporation qualified to carry on the business of a trust company in Canada or any province thereof and shall not have a material conflict of interest in its role as a fiduciary under this Agreement. The expense of any act, document or other instrument or thing required under this Section 5.01 will be satisfied from the Trust PropertyIndenture. (4) Subject to Section 5.01(1), Section 5.01(2) and Section 5.01(3), any replacement or successor Trustee shall, forthwith upon appointment, become vested with all the estates, properties, rights, powers, duties, responsibilities and trusts of its predecessor in the trusts hereunder, with like effect as if originally named as Trustee herein. Nevertheless, upon the written request of the replacement or successor Trustee and upon payment of any outstanding undisputed fees and expenses, the Trustee ceasing to act will do, make, execute and deliver or cause to be done, made, executed or delivered all such acts, documents, deeds or other instruments and things as may be necessary or desirable in order to more effectively assign, transfer and deliver to, and vest in, the replacement or successor Trustee upon the trusts herein expressed, all the rights, powers and trusts of, and all property and money held by, the trustee so ceasing to act. (5) Any company into which the Trustee may be merged or with which it may be consolidated or amalgamated, any company resulting from any merger, consolidation or amalgamation to which the Trustee shall be a party or any company to which the Trustee may transfer all or substantially all of its corporate trust business shall be a successor Trustee under this Agreement without the execution of any instrument or any further act; provided that such successor Trustee shall be a corporation qualified to carry on a trust business as contemplated hereby in each of the Provinces of Canada, shall not be controlled by a non-resident person or group of non-resident persons for the purposes of the ITA and shall not have a material conflict of interest in its role as a fiduciary under this Agreement.

Resignation or Removal of Trustee; Conflict of Interest. ‌ (1a) New Transit The Trustee represents and the Partnership, shall have the power at any time, on notice in writing duly executed by both New Transit and the Partnership, warrants to the Trustee Corporation that at the time of the execution and delivery of this Indenture no material conflict of interest exists with respect to remove the existing Trustee and to appoint Trustee’s role as a new or successor Trusteefiduciary hereunder. (2b) The Trustee may resign its trust after as trustee hereunder by giving not less than 60 days’ days notice in writing to New Transit and the Partnership Corporation or such shorter notice as New Transit and the Partnership Corporation may accept as sufficient, provided that no such voluntary resignation shall be effective until a replacement Trustee acceptable to New Transit and the Partnership has been appointed in accordance with Section 5.01(4) and has executed a written agreement pursuant to and in compliance with Section 6.01 of the Voting Agreement whereby such replacement Trustee agrees to assume the obligations of the Trustee hereunder, under the Voting Agreement and under any other contract pursuant to which the Trustee is obligated. The Trustee shall resign if: (i) if a material conflict of interest arises in with respect to its role as a trustee under this Agreement, (ii) it ceases to be authorized to carry on the business of a trust company in each of the Provinces of Canada or (iii) it becomes controlled by a non-resident person or group of non-resident persons for the purposes of the ITA, and Indenture that is not rectified eliminated within 90 days after the Trustee becomes aware that it has of such a material conflict of interest, has lost such authorization or has become so controlled. Forthwith Immediately after the Trustee becomes aware that it has a material conflict of interest it shall provide New Transit and the Partnership Corporation with written notice of the nature of that conflict. Upon any such resignation, the Trustee shall be discharged from all further duties and liabilities under this AgreementIndenture. If, notwithstanding the foregoing provisions None of this Section 5.01(2), the Trustee has such a material conflict of interest, the validity and enforceability of this Agreement Indenture or the Debentures shall not be affected in any manner whatsoever by reason only of the existence of such a material conflict of interestinterest on the part of the Trustee (whether arising prior to or after the date of this Indenture). If the Trustee contravenes the foregoing provisions of does not comply with this Section 5.01(2)section, any interested party Holder or the Corporation may apply to a judge of the Ontario Superior Supreme Court of Justice, on such notice as such judge may direct, British Columbia in Vancouver for an order that the Trustee be replaced as trustee hereunder. The Trustee represents to New Transit and the Partnership that at the time of the execution and delivery hereof no material conflict of interest exists in the Trustee’s role as a fiduciary hereunder. The Trustee shall retain the right not to act and shall not be liable for refusing to act if, due to a lack of information or for any other reason whatsoever, the Trustee in its reasonable judgment determines that such act would reasonably be expected to cause it to be in non-compliance with any applicable laws including, without limitation, anti-money laundering or anti-terrorist legislation, economic sanction, regulation or guideline. Further, should the Trustee, in its sole judgment, determine at any time that its acting under this Agreement has resulted in its being in non-compliance with any applicable anti-money laundering or anti-terrorist legislation, regulation or guideline, then it shall have the right to resign on 10 days written notice to New Transit and the Partnership, provided (i) that the Trustee’s written notice shall describe the circumstances of such non-compliance; and (ii) that if such circumstances are rectified to the Trustee’s satisfaction within such 10 day period, then such resignation shall not be effectiveIndenture. (3c) In the event of the Trustee resigning or being removed by the Holders by Extraordinary Resolution or by the Corporation or being dissolved, becoming insolvent or bankrupt, going into liquidation or otherwise becoming incapable of acting hereunderas trustee under this Indenture, New Transit and the Partnership may forthwith Corporation shall immediately appoint a replacement Trusteesuccessor Trustee unless a successor Trustee has already been appointed by the Holders; failing which such appointment by the Corporation, the retiring Trustee or any other Holder may apply (at the expense of the Corporation) to a judge of the Ontario Superior Supreme Court of JusticeBritish Columbia in Vancouver for, on such notice as such judge may direct, for the appointment of a replacement successor Trustee. The successor Trustee so appointed by the Corporation or by such court shall be subject to removal by the Holders by way of an Act of Holders. Any replacement successor Trustee appointed under any provision of this Section 5.01 section shall be a corporation authorized to carry on the business of a trust business as contemplated hereby company in each Canada or in any province thereof. On any appointment of the Provinces successor Trustee, the successor Trustee shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named in this Indenture as Trustee. The expenses of Canadaall acts, shall not documents and Proceedings required under this section will be controlled paid by a non-resident person or group the Corporation in the same manner as if the amount thereof were fees payable to the Trustee under this Indenture. (d) Any successor Trustee shall, immediately upon appointment, become vested with all the estates, properties, rights, powers and trusts of non-resident persons for its predecessor in the purposes trusts under this Indenture, with like effect as if originally named as Trustee hereunder. Nevertheless, upon the written request of the ITA successor Trustee or of the Corporation and upon payment of all outstanding fees and expenses, the Trustee ceasing to act shall execute and deliver a document assigning and transferring to such successor Trustee, upon the trusts expressed in this Indenture, all the rights, powers and trusts of the Trustee so ceasing to act, and shall duly assign, transfer and deliver all property (including money) held by such Trustee to the successor Trustee in its place. Should any deed, conveyance or other document in writing from the Corporation be required by any successor Trustee 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 other documents in writing shall, on the request of the successor Trustee, be made, executed, acknowledged and delivered by the Corporation. (e) Any corporation into which the Trustee is amalgamated or with which it is consolidated or to which all or substantially all of its corporate trust business is sold or is otherwise transferred or any corporation resulting from any consolidation or amalgamation to which the Trustee is a party shall be a successor Trustee under this Indenture without the execution of any document or any further act; provided that such successor Trustee is a corporation qualified to carry on the business of a trust company in Canada or any province thereof and shall not have a material conflict of interest in its role as a fiduciary under this Agreement. The expense of any act, document or other instrument or thing required under this Section 5.01 will be satisfied from the Trust PropertyIndenture. (4) Subject to Section 5.01(1), Section 5.01(2) and Section 5.01(3), any replacement or successor Trustee shall, forthwith upon appointment, become vested with all the estates, properties, rights, powers, duties, responsibilities and trusts of its predecessor in the trusts hereunder, with like effect as if originally named as Trustee herein. Nevertheless, upon the written request of the replacement or successor Trustee and upon payment of any outstanding undisputed fees and expenses, the Trustee ceasing to act will do, make, execute and deliver or cause to be done, made, executed or delivered all such acts, documents, deeds or other instruments and things as may be necessary or desirable in order to more effectively assign, transfer and deliver to, and vest in, the replacement or successor Trustee upon the trusts herein expressed, all the rights, powers and trusts of, and all property and money held by, the trustee so ceasing to act. (5) Any company into which the Trustee may be merged or with which it may be consolidated or amalgamated, any company resulting from any merger, consolidation or amalgamation to which the Trustee shall be a party or any company to which the Trustee may transfer all or substantially all of its corporate trust business shall be a successor Trustee under this Agreement without the execution of any instrument or any further act; provided that such successor Trustee shall be a corporation qualified to carry on a trust business as contemplated hereby in each of the Provinces of Canada, shall not be controlled by a non-resident person or group of non-resident persons for the purposes of the ITA and shall not have a material conflict of interest in its role as a fiduciary under this Agreement.