Common use of Change of Warrant Agent Clause in Contracts

Change of Warrant Agent. The Warrant Agent may resign from its duties under this Agreement upon notice given in writing by the Warrant Agent or the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specified. If the Warrant Agent shall resign, be discharged or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United States. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, without further act or deed, and the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect the delivery or transfer. Failure to give any notice provided for herein, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon by giving to the Company notice given in writing, and by giving notice in writing by to each Warrant Holder at his address appearing in the Warrant Agent or the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon notice given in writing by the Company to the Warrant Agent; the foregoing notices shallregister, in either case, give the specifying a date when such resignation or discharge shall take effect and effect, which notice shall be sent at least thirty (30) 90 days prior to the date so specified. If the Warrant Agent shall resign, be discharged resign or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 90 days after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Courtcourt, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Courtcourt, shall be a transfer agent, bank or a trust company, in good standing, organized under the laws of one of the State states of Wisconsin the United States of America or under the laws of the United States of America, having its principal office in the United States. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, deed and the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give any notice provided for hereinin this Section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may at any time resign from its duties under this Agreement upon notice given in writing by the as Warrant Agent or upon written notice to the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specified. If the Warrant Agent shall resign, be discharged or shall otherwise become incapable of actingacting as Warrant Agent hereunder, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after it has been notified in writing of such resignation or of such incapacity by the resigning or incapacitated Warrant Agent (or by the registered holder of a Warrant Certificate, then the registered holder of any Warrant Holder) Certificate or after discharging the Warrant AgentAgent may apply, then at the expense of the Company, to any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the such Warrant Agent, either by the Company or by such Courta court, the duties of the Warrant Agent shall be carried out by the Company. Any The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. If a successor to the Warrant Agent shall not have been appointed within 30 days of such removal, whether appointed the Warrant Agent may apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United Statesformer Warrant Agent. After appointment, the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it thereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give any notice provided for hereinin this Section 16, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement hereunder upon thirty (30) days notice given in writing mailed to the Depositor and the Trustee by the Warrant Agent registered or the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon notice given in writing by the Company certified mail, and to the Warrant AgentHolders by first- class mail at the expense of the Depositor; the foregoing notices shall, in either case, give the date when provided that no such resignation or discharge shall take effect and become effective until a successor Warrant Agent shall be sent at least have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days prior notice in writing, mailed to the date so specifiedWarrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company Depositor shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Company Depositor shall fail to make such appointment of a permanent successor within a period of thirty (30) days after it has been notified such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any the Warrant Holder) or after discharging , then the Warrant Agent, then any Agent or registered Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent. Pending appointment Agent appointed hereunder must be rated in one of a successor to the Warrant Agent, either four highest rating categories by the Company Rating Agencies. Any entity which may be merged or by such Court, consolidated with or which shall otherwise succeed to substantially all of the duties trust or agency business of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Court, shall deemed to be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United States. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, without further act or deed, and the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect the delivery or transfer. Failure to give any notice provided for herein, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may beaction.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement hereunder upon thirty (30) days’ notice given in writing by the Warrant Agent or the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon notice given in writing by the Company mailed to the Warrant AgentDepositor and the Trustee by registered or certified mail, and to the Warrantholders by first-class mail at the expense of the Depositor; the foregoing notices shall, in either case, give the date when provided that no such resignation or discharge shall take effect and become effective until a successor Warrant Agent shall be sent at least have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days prior days’ notice in writing, mailed to the date so specifiedWarrant Agent or successor Warrant Agent, as the case may be, and to the Warrantholders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company Depositor shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Company Depositor shall fail to make such appointment of a permanent successor within a period of thirty (30) days after it has been notified such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Warrant Holder) or after discharging the Warrantholder, then the Warrant Agent, then any Warrant Holder Agent or registered Warrantholder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent. Pending appointment Agent appointed hereunder must be rated in one of a successor to the Warrant Agent, either four highest rating categories by the Company Rating Agencies. Any entity which may be merged or by such Court, consolidated with or which shall otherwise succeed to substantially all of the duties trust or agency business of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Court, shall deemed to be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United States. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, without further act or deed, and the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect the delivery or transfer. Failure to give any notice provided for herein, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may beaction.

Change of Warrant Agent. The Warrant Agent may resign from its duties under this Agreement upon and be discharged from all further duties and liability hereunder after giving 30 days' prior written notice given in writing by the Warrant Agent or to the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specified. If the Warrant Agent shall resign, be discharged resign pursuant to the preceding sentence or if the Warrant Agent shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after it has been notified in writing of such incapacity or resignation or incapacity by the resigning or incapacitated Warrant Agent (or by the registered holder of a Warrant Certificate, then the Warrant Agent or any registered holder of any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder Certificate may apply at the expense of the Company to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the such Warrant Agent, either by the Company or by such Courta court, the duties of the Warrant Agent shall be carried out by the Company. The Holders of a majority of the then outstanding Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Any successor to the Warrant Agent, whether appointed Agent need not be approved by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United Statesformer Warrant Agent. After appointment, the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it such successor had been originally named as Warrant Agent, Agent without further act or deed, and ; provided that the former Warrant Agent upon payment of all amounts owed to it shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it thereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give any notice provided for hereinin this Section 9.3, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon notice given in writing by giving to the Warrant Agent or the Company; the Company thirty (30) days' written notice. The Warrant Agent may be discharged removed by the Company from its duties under this Agreement upon like notice given in writing by the Company to the Warrant Agent; Agent and the foregoing notices shallHolders from the Company, in either case, give such notice to specify the date when such resignation or discharge removal shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedbecome effective. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, then the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing such removal or written notification of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Holder (who shall with such notice submit his Warrant Holder) Certificate or after discharging Certificates for inspection by the Warrant AgentCompany), then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall be a bank or a trust company, in good standing, organized incorporated under the laws of the State of Wisconsin or of the United States of America, America or any state thereof and having at the time of its principal office in the United Statesappointment as Warrant Agent a combined capital and surplus of at least $100,000,000. After appointmentappointment and acceptance of such appointment in writing, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and shall execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give file any notice provided for hereinin this Section 15, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be. In the event of such resignation or removal, the successor Warrant Agent shall mail, by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice given in writing by sent to the Company and, and in the event that the Warrant Agent or one of its affiliates is not also the Company; transfer agent for the Common Stock, to each transfer agent of the Common Stock known to the Warrant Agent, and to the Holders of the Warrant Certificates. In the event the transfer agency relationship in effect between the Company and the Warrant Agent may terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged by the Company from its duties under this Agreement upon notice given in writing by as of the effective date of such termination, and the Company shall be responsible for sending any required notice prescribed in this Section 17. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent; , as the foregoing notices shallcase may be, in either caseand to each transfer agent of the Common Stock, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedHolders of the Warrant Certificates. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder Certificate may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the new Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall be an entity organized and doing business under the laws of the United States or of a bank or a trust companystate thereof, in good standing, organized which is authorized under such laws to exercise stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the laws time of the State its appointment as Warrant Agent (along with its affiliates) a combined capital and surplus of Wisconsin or of the United States of America, having its principal office in the United Statesat least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose; provided, that, such predecessor Warrant Agent shall not be required to effect make any additional expenditure or assume any additional liability in connection with the delivery or transferforegoing. Failure Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Common Stock, and send a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for hereinin this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days' notice given in writing by sent to the Company and, in the event that the Warrant Agent or one of its affiliates is not also the transfer agent for the Company; , to each transfer agent of the Common Stock. In the event the transfer agency relationship in effect between the Company and the Warrant Agent may terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged by the Company from its duties under this Agreement upon notice given in writing by as of the effective date of such termination, and the Company shall be responsible for sending any required notice thereunder. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days' notice in writing, sent to the Warrant Agent or successor Warrant Agent; , as the foregoing notices shallcase may be, in either caseand to each transfer agent of the Common Stock, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedHolders of the Warrant Certificates. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder Certificate may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the new Warrant Agent, either by provided that, for purposes of this Agreement, the Company or by such Court, the duties of shall be deemed to be the Warrant Agent shall be carried out by the Companyuntil a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall be a bank Person, other than a natural person, organized and doing business under the laws of the United States or of a trust companystate thereof, in good standing, organized which is authorized under such laws to exercise stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the laws time of the State its appointment as Warrant Agent a combined capital and surplus of Wisconsin or of the United States of America, having its principal office in the United Statesat least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose but such predecessor Warrant Agent shall not be required to effect make any additional expenditure (without prompt reimbursement by the delivery Company) or transferassume any additional liability in connection with the foregoing. Failure Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Common Stock, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for hereinin this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon by giving notice given in writing to the Company and by giving notice by mailing to holders of the Warrants at their addresses as such addresses appear on the Warrant Agent or register of such resignation, specifying a date when such resignation shall take effect, which date shall not be less than 30 days after the Company; the mailing of said notice. The Warrant Agent may be discharged by removed at the discretion of the Company from its duties under this Agreement upon by like notice given in writing by the Company to the Warrant Agent; Agent from the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect Company and shall be sent at least thirty (30) days prior by like mailing of notice to the date so specifiedholders of the Warrants. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after such removal, or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by the registered holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the registered holder of any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United States. After appointment, the any successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, conveyance act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall give notice thereof to effect the delivery or transferpredecessor Warrant Agent and each transfer agent for the Common Stock, and shall forthwith give notice to the holders of the Warrants in the manner prescribed in this section. Failure to give file or mail any notice provided for hereinin this Section 14, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the any successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its all further duties and liabilities under this Agreement (except liabilities arising as a result of the Warrant Agent's own negligence or willful misconduct) upon 30 days' prior notice given in writing mailed, by registered or certified mail, to the Company. The Company may remove the Warrant Agent or the Company; any successor warrant agent upon 30 days' prior notice in writing, mailed to the Warrant Agent or successor warrant agent, as the case may be discharged be, by the Company from its duties under this Agreement upon notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation registered or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedcertified mail. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant AgentAgent and shall, within 15 days following such appointment, give notice thereof in writing to each registered holder of the Warrant Certificates. If the Company shall fail to make such appointment within a period of thirty (30) 15 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Warrant Holder) or after discharging the Warrant Agent, then the holder of any Warrant Holder Certificate may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the new Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor new Warrant Agent, whether appointed by the Company or by such Courta court, shall be a bank or trust company having capital and surplus of not less than $10,000,000 or a trust company, in good standing, organized stock transfer company that is a registered transfer agent under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United StatesExchange Act. After appointmentappointment and execution of a copy of this Agreement in effect at that time, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent Agent, within a reasonable time, any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give any notice provided for hereinin this Section, however, or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice given in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the holders of the Warrant Certificates by first-class mail. The Company may remove the Warrant Agent or the Company; any successor Warrant Agent upon 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be discharged be, and to each transfer agent of the Common Stock by the Company from its duties under this Agreement upon notice given in writing by the Company registered or certified mail, and to the holders of the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedCertificates by first-class mail. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by the holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder Certificate may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the new Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall be a bank or a trust company, in good standing, corporation organized and doing business under the laws of the State of Wisconsin United States or of the United States of Americaa state thereof, having its principal office in the United Statesgood standing. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Common Stock, and mail a notice thereof in writing to effect the delivery or transferHolders of the Warrant Certificates. Failure However, failure to give any notice provided for hereinin this Section 18, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon notice given in writing by the Warrant Agent or the Company; the Warrant Agent may be discharged by giving to the Company from its duties under this Agreement upon notice given in writing by the Company writing, and to the Warrant Agent; holders of the foregoing notices shallWarrants notice by publication, in either caseof such resignation, give the specifying a date when such resignation or discharge shall take effect and effect, which notice shall be sent published at the expense of the Company at least thirty (30) days once a week for two consecutive weeks in a newspaper of general circulation in the City of New York prior to the date so specified. The Warrant Agent may be removed by the Company by like notice from the Company to the Warrant Agent and the holders of Warrants at the expense of the Company. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by the registered holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then, at the expense of the Company, the Warrant Agent or the registered holder of any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall be a bank or a trust company, in good standing, organized incorporated under the laws of the any State of Wisconsin or of the United States of America, having at the time of its principal office in the United Statesappointment as Warrant Agent a combined capital and surplus of at least [$100,000,000]. After appointment, appointment the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give file or publish any notice provided for hereinin this Section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign from its duties under this Agreement upon notice given in writing by the Warrant Agent or the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon by the Warrant Agent or the Company, as the case may be, by giving notice given in writing by the Company to the Warrant Agent; the foregoing notices shallother, in either case, give the and by giving a date when such resignation or discharge shall take effect and effect, which notice shall be sent at least thirty (30) 30 days prior to the date so specified. If the Warrant Agent shall resign, be discharged or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Warrant Holder) Holder or after discharging the Warrant Agent, then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, agrees to perform the duties of the Warrant Agent shall be carried out by the Company. Any hereunder until a successor Warrant Agent, whether appointed by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United StatesAgent is appointed. After appointmentappointment and execution of a copy of this Agreement in effect at that time, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, deed and the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect for effecting the delivery or transfer. Failure to give any notice provided for hereinin this Section 18, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon by giving notice given in writing to the Company and by giving notice by mail to holders of the Warrants at their addresses as such addresses appear on the Warrant Agent or the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon notice given in writing by the Company to the Warrant Agent; the foregoing notices shallregister of such resignation, in either case, give the specifying a date when such resignation or discharge shall take effect and effect, which date shall not be sent at least less than thirty (30) days prior after the mailing of said notice. The Warrant Agent may be removed at the discretion of the Company by like notice to the date so specifiedWarrant Agent from the Company and by like mailing of notice to the holders of the Warrants. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after such removal, or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by the registered holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the registered holder of any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United States. After appointment, the any successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, conveyance act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall give notice thereof to effect the delivery or transferpredecessor Warrant Agent and each transfer agent for the Common Stock, and shall forthwith give notice to the holders of the Warrants in the manner prescribed in this Section 15. Failure to give file or mail any notice provided for hereinin this Section 15, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the any successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice given in writing by mailed to the Company and, in the event that the Warrant Agent or one of its affiliates is not also the transfer agent for the Company; , to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent may be discharged by the Company from its duties under this Agreement or any successor Warrant Agent upon 30 days’ notice given in writing by the Company writing, mailed to the Warrant Agent or successor Warrant Agent; , as the foregoing notices shallcase may be, in either caseand to each transfer agent of the Common Stock by registered or certified mail, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedHolders by first-class mail. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any a Holder (who shall, with such notice, submit his Warrant Holder) or after discharging Certificate for inspection by the Warrant AgentCompany), then any Warrant the Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the new Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United States. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Common Stock, and mail a notice thereof in writing to effect the delivery or transferHolders. Failure However, failure to give any notice provided for hereinin this Section 19, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may at any time resign from its duties under this Agreement upon notice given in writing by the as Warrant Agent or upon written notice to the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specified. If the Warrant Agent shall resign, be discharged resign or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or of such incapacity by the resigning or incapacitated Warrant Agent (or by the registered holder of a Warrant Certificate, then the registered holder of any Warrant Holder) Certificate or after discharging the Warrant AgentAgent may apply, then at the expense of the Company, to any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the such Warrant Agent, either by the Company or by such Courta court, the duties of the Warrant Agent shall be carried out by the Company. Any The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. If a Successor Warrant Agent shall not have been appointed within thirty (30) days of such removal, the Company may appoint a successor to such Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after the expiration of the thirty (30) day period during which the holders of a majority of the unexercised Warrants could appoint a successor Warrant Agent, whether appointed then the registered holder of any Warrant Certificate or the Warrant Agent may apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United Statesformer Warrant Agent. After appointment, appointment the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent Agent, upon payment of all fees and expenses due it and its agents and counsel, shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it thereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give any notice provided for hereinin this Section 11, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement hereunder upon thirty (30) days notice given in writing by the Warrant Agent or the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon notice given in writing by the Company mailed to the Warrant AgentOriginator by registered or certified mail, and to the Warrant Holders by first-class mail at the expense of the Warrant Originator; the foregoing notices shallprovided, in either casethat, give the date when no such resignation or discharge shall take effect and become effective until a successor Warrant Agent shall be sent at least have been appointed hereunder. The Warrant Originator may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days prior notice in writing, mailed to the date so specifiedWarrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided, further, that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company Warrant Originator shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Warrant Originator shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Company Warrant Originator shall fail to make such appointment of a permanent successor within a period of thirty (30) days after it has been notified such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any the Warrant Holder) or after discharging , then the Warrant Agent, then any Agent or registered Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent. Pending appointment Agent appointed hereunder must be rated in one of a successor to the Warrant Agent, either four highest rating categories by the Company Rating Agencies. Any entity which may be merged or by such Court, consolidated with or which shall otherwise succeed to substantially all of the duties trust or agency business of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Court, shall deemed to be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United States. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, without further act or deed, and the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect the delivery or transfer. Failure to give any notice provided for herein, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may beaction.

Change of Warrant Agent. The Warrant Agent may at any time resign from its duties under this Agreement upon notice given in writing by the as Warrant Agent or upon written notice to the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specified. If the Warrant Agent shall resign, be discharged or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after it has been notified in writing of such resignation or of such incapacity by the resigning or incapacitated Warrant Agent (or by the registered holder of a Warrant Certificate, then the registered holder of any Warrant Holder) Certificate or after discharging the Warrant AgentAgent may apply, then at the expense of the Company, to any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the such Warrant Agent, either by the Company or by such Courta court, the duties of the Warrant Agent shall be carried out by the Company. Any The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. If a Successor Warrant Agent shall not have been appointed within 30 days of such removal, whether appointed the Warrant Agent may apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United Statesformer Warrant Agent. After appointment, appointment the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it thereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give any notice Table of Contents provided for hereinin this Section 16, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. (a) The Warrant Agent may resign from its duties and be discharged from all further duties and liabilities under this Warrant Agreement upon notice given in writing by giving the Warrant Agent or the Company; the Company 30 days' written notice. The Warrant Agent may be discharged removed by the Company from its duties under this Agreement Company, at any time, with or without reason, effective upon notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specified30 days' written notice. If the office of Warrant Agent shall resignbecomes vacant by reason of resignation, be discharged removal, incapacity to act or shall otherwise become incapable of actingotherwise, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by the registered holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then, the registered holder of any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall be a bank or a trust company, in good standing, organized incorporated under the laws of the any State of Wisconsin or of the United States of America, having and have its principal principle office in the United Statesstate of Minnesota. Any new Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the Company an instrument accepting such appointment hereunder. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but if for any reason it becomes necessary or expedient to have the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, and execute and deliver any further assurance, conveyance, act or deed necessary deed, the same shall be done and shall be legally and validly executed and delivered by the former Warrant Agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent. The Company shall promptly give notice of any such appointment to effect the delivery or transferholders of the Warrant Certificates by mail to their addresses as shown in the Warrant Register. Failure to file or give any such notice provided for herein, or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign from its duties under this Agreement upon notice given in writing by the Warrant Agent or the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon by Warrant Agent or the Company, as the case may be, giving notice given in writing by the Company to the Warrant Agent; the foregoing notices shallother, in either case, give the and by giving a date when such resignation or discharge shall take effect and effect, which notice shall be sent at least thirty (30) 30 days prior to the date so specified. If the Warrant Agent shall resign, be discharged or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Warrant Holder) Holder or after discharging the Warrant Agent, then any Warrant Holder may apply to the Circuit District Court for Ozaukee Salt Lake County, Wisconsin, Utah for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin Utah or of the United States of America, having its principal office in Salt Lake City, Utah and having at the United Statestime of its appointment as Warrant Agent, a combined capital and surplus of at least four million dollars. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, deed and the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect for effecting the delivery or transfer. Failure to give any notice provided for hereinin the section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be ----------------------- discharged from its duties under this Agreement upon by giving notice given in writing to the Company and by giving notice by mailing to holders of the Warrants at their addresses as such addresses appear on the Warrant Agent or register of such resignation, specifying a date when such resignation shall take effect, which date shall not be less than 30 days after the Company; the mailing of said notice. The Warrant Agent may be discharged by removed at the discretion of the Company from its duties under this Agreement upon by like notice given in writing by the Company to the Warrant Agent; Agent from the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect Company and shall be sent at least thirty (30) days prior by like mailing of notice to the date so specifiedholders of the Warrants. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after such removal, or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by the registered holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the registered holder of any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United States. After appointment, the any successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, conveyance act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall give notice thereof to effect the delivery or transferpredecessor Warrant Agent and each transfer agent for the Common Stock, and shall forthwith give notice to the holders of the Warrants in the manner prescribed in this section. Failure to give file or mail any notice provided for hereinin this Section 14, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the any successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may at any time resign from its duties under this Agreement upon notice given in writing by the as Warrant Agent or upon written notice to the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specified. If the Warrant Agent shall resign, be discharged or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or of such incapacity by the resigning or incapacitated Warrant Agent (or by the registered holder of a Warrant Certificate, then the registered holder of any Warrant Holder) Certificate or after discharging the Warrant AgentAgent may apply, then at the expense of the Company, to any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the such Warrant Agent, either by the Company or by such Courta court, the duties of the Warrant Agent shall be carried out by the Company. Any The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. If a Successor Warrant Agent shall not have been appointed within thirty (30) days of such removal, whether appointed the Warrant Agent may apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United Statesformer Warrant Agent. After appointment, appointment the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it thereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give any notice provided for hereinin this Section 11, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice given in writing by sent to the Company and, in the event that the Warrant Agent or one of its Affiliates is not also the transfer agent for the Company; , to each transfer agent of the Common Stock. In the event the transfer agency relationship in effect between the Company and the Warrant Agent may terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged by the Company from its duties under this Agreement upon notice given in writing by as of the effective date of such termination, and the Company shall be responsible for sending any required notice thereunder. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent; , as the foregoing notices shallcase may be, in either caseand to each transfer agent of the Common Stock, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedHolders of the Warrant Certificates. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder Certificate may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the new Warrant Agent, either by provided that, for purposes of this Agreement, the Company or by such Court, the duties of shall be deemed to be the Warrant Agent shall be carried out by the Companyuntil a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall be a bank Person (other than a natural person) organized and doing business under the laws of the United States or of a trust companystate thereof, in good standing, organized which is authorized under such laws to exercise shareholder services powers and is subject to supervision or examination by federal or state authority and which has at the laws time of the State its appointment as Warrant Agent a combined capital and surplus of Wisconsin or of the United States of America, having its principal office in the United Statesat least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Common Stock, and mail a notice thereof in writing to effect the delivery or transferHolders of the Warrant Certificates. Failure However, failure to give any notice provided for hereinin this Section 18, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice given in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or the Company; any successor Warrant Agent upon 30 days’ notice to the Warrant Agent or successor Warrant Agent, as the case may be discharged by be, and to each transfer agent of the Company from its duties under this Agreement upon notice given in writing by the Company Common Stock, and to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedDepository. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Warrant Holder) or after discharging the Warrant AgentDepository, then any Warrant Holder the Depository may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent. Pending appointment of a successor Agent and to the Warrant AgentCompany an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed shall become vested with all the rights, either by the Company or by such Courtpowers, the duties and responsibilities of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United States. After appointment, the successor Warrant Agent shall be vested hereunder with the same powers, rights, duties and responsibilities like effect as if it had been originally named as Warrant Agent, without further act warrant agent; but if for any reason it becomes necessary or deed, and expedient to have the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, and warrant agent execute and deliver any further assurance, conveyance, act or deed necessary deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to effect the delivery or transferregistered Holders at their addresses as they appear on the registry books. Failure to give any notice provided for hereinfile or mail such notice, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may at any time resign from its duties under this Agreement upon notice given in writing by the as Warrant Agent or upon 60 days’ written notice to the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specified. If the Warrant Agent shall resign, be discharged or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after it has been notified in writing of such resignation or of such incapacity by the resigning or incapacitated Warrant Agent (or by the registered holder of a Warrant Certificate, then the registered holder of any Warrant Holder) Certificate or after discharging the Warrant AgentAgent may apply, then at the expense of the Company, to any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the such Warrant Agent, either by the Company or by such Courta court, the duties of the Warrant Agent shall be carried out by the Company. The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. If a Successor Warrant Agent shall not have been appointed within 30 days of such removal, the Warrant Agent may apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or the former Warrant Agent. Any successor Warrant Agent, whether appointed by the Company or by such Courtcourt, shall be a bank or a trust company, in good standing, corporation organized and existing under the laws of the State of Wisconsin or of the United States of AmericaNew York, in good standing and having its principal office in the United StatesBorough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority. After appointment, appointment the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it thereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give any notice provided for hereinin this Section 16, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon by giving to Holdings written notice given of its intention to resign 30 days in writing by advance of the Warrant Agent or the Company; the intended effective date of such resignation. The Warrant Agent may be discharged removed by the Company from its duties under this Agreement upon like notice given in writing by the Company to the Warrant Agent; the foregoing notices shallAgent from Holdings, in either case, give such notice to specify the date when such resignation or discharge shall take effect and shall on which the removal is to be sent at least thirty (30) days prior to the date so specifiedeffected. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of actingacting as Warrant Agent, the Company Holdings shall appoint a successor to the such Warrant Agent. If the Company Holdings shall fail to make such appointment within a period of thirty (30) 30 days after such removal or it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by the registered holder of a Warrant Certificate, then the registered holder of any Warrant Holder) Certificate or, in the case of any such resignation or after discharging incapacity, the Warrant Agent, then any Warrant Holder may may, at the expense of Holdings, apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Any successor Warrant Agent, whether appointed by Holdings or any such court, shall be a bank or trust company, in good standing, incorporated under the laws of the United States of America or any state thereof and having at the time of its appointment as Warrant Agent a combined capital and surplus of at least $100,000,000. Pending appointment of a successor to the such Warrant Agent, either by the Company Holdings or by such Courta court, the duties of the Warrant Agent shall be carried out by Holdings. The holders of a majority of the Company. Any unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent, whether appointed . Such successor to the Warrant Agent need not be approved by Holdings or the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United Statesformer Warrant Agent. After appointment, appointment the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it thereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give any notice provided for hereinin this Section 13, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the Agent. Any successor Warrant Agent shall mail, by first class mail, postage prepaid, to each registered holder of a Warrant Certificate at his address appearing on the Warrant register written notice of its succession as Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon by giving to the Company 30 days' notice given in writing by the Warrant Agent or the Company; the writing. The Warrant Agent may be discharged removed by the Company from its duties under this Agreement upon like notice given in writing by the Company to the Warrant Agent; Agent from the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedCompany. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Holder (who shall with such notice submit his Warrant Holder) or after discharging for inspection by the Warrant AgentCompany), then any Warrant Holder may apply to the Circuit Court for Ozaukee Countyany court of competent jurisdiction located in Hartford, Wisconsin, Connecticut for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Courta court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall be a bank or a trust company, in good standing, organized incorporated under the laws of the State of Wisconsin or of the United States of America, America or any state thereof and having at the time of its principal office in the United Statesappointment as Warrant Agent a combined capital and surplus of at least $5,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent warrant agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give file any notice provided for hereinin this Section 15, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent warrant agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement hereunder upon thirty (30) days notice given in writing mailed to the Depositor and the Trustee by the Warrant Agent registered or the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon notice given in writing by the Company certified mail, and to the Warrant AgentHolders by first-class mail at the expense of the Depositor; the foregoing notices shall, in either case, give the date when provided that no such resignation or discharge shall take effect and become effective until a successor Warrant Agent shall be sent at least have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days prior notice in writing, mailed to the date so specifiedWarrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company Depositor shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Company Depositor shall fail to make such appointment of a permanent successor within a period of thirty (30) days after it has been notified such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any the Warrant Holder) or after discharging , then the Warrant Agent, then any Agent or registered Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent. Pending appointment Agent appointed hereunder must be rated in one of a successor to the Warrant Agent, either four highest rating categories by the Company Rating Agency. Any entity which may be merged or by such Court, consolidated with or which shall otherwise succeed to substantially all of the duties trust or agency business of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Court, shall deemed to be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United States. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, without further act or deed, and the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect the delivery or transfer. Failure to give any notice provided for herein, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may beaction.

Change of Warrant Agent. The Warrant Agent may resign at ----------------------- any time and be discharged from its duties under this Agreement upon by giving to the Company 30-days' notice given in writing by the Warrant Agent or the Company; the writing. The Warrant Agent may be discharged removed by the Company from its duties under this Agreement upon like notice given in writing by the Company to the Warrant Agent; Agent from the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedCompany. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Holder (who shall with such notice submit his, her or its Warrant Holder) or after discharging for inspection by the Warrant AgentCompany), then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agentwarrant agent, either by the Company or by such Courtcourt, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such Courta court, shall be a bank or a trust company, company in good standing, organized incorporated under the laws of the State of Wisconsin or of the United States of America, America or any State thereof or the District of Columbia and having at the time of its principal office in the United Statesappointment as warrant agent a combined capital and surplus of at least $10,000,000. After appointment, the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect the delivery or transferfor such purpose. Failure to give file any notice provided for hereinin this Section 18, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign from its duties under this Agreement upon notice given in writing by the Warrant Agent or the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon by the Warrant Agent or the Company, as the case may be, giving notice given in writing by the Company to the Warrant Agent; the foregoing notices shallother, in either case, give the and by giving a date when such resignation or discharge shall take effect and effect, which notice shall be sent at least thirty (30) 60 days prior to the date so specified. If the Warrant Agent shall resign, be discharged or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 60 days after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Warrant Holder) Holder or after discharging the Warrant Agent, then any Warrant Holder may apply to the Circuit a Court for Ozaukee County, Wisconsinof competent jurisdiction, for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the Company shall carry out the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United States. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, deed and the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect for effecting the delivery or transfer. Failure to give any notice provided for hereinin the section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign from its duties under this Agreement upon notice given in writing by the Warrant Agent or the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon by the Warrant Agent or the Company, as the case may be, by giving notice given in writing by the Company to the Warrant Agent; the foregoing notices shallother, in either case, give the and by giving a date when such resignation or discharge shall take effect and effect, which notice shall be sent at least thirty (30) 30 days prior to the date so specified. If the Warrant Agent shall resign, be discharged or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Warrant Holder) Holder or after discharging the Warrant Agent, then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, agrees to perform the duties of the Warrant Agent shall be carried out by the Company. Any hereunder until a successor Warrant Agent, whether appointed by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United StatesAgent is appointed. After appointmentappointment and execution of a copy of this Agreement in effect at that time, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, deed and the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect for effecting the delivery or transfer. Failure to give any notice provided for hereinin the section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be. However, if the Warrant Agent, in good faith, believes that any exercise, issuance or any other breach of the provisions of this agreement or its any other contract it has with the Company may be in violation of any rule or law, or pose any breach of its fidelity, fiduciary or ethical standards, the Warrant Agent may resign immediately without a 30 day notice to the Company.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement upon by giving to the Company notice given in writing, and to the holders of the Warrants notice in writing and sent, postage prepaid, by first class mail to each registered holder of a Warrant at such holder's address appearing in the Warrant Agent or the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon notice given in writing by the Company to the Warrant Agent; the foregoing notices shallRegister, in either case, give the specifying a date when such resignation or discharge shall take effect and effect, which notice shall be sent at least thirty (30) days two weeks prior to the date so specified. If the Warrant Agent shall resign, be discharged resign or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by the registered holder of a Warrant (who shall, with such notice, submit such holder's Warrant Certificate for inspection by the Company), then the registered holder of any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor Notwithstanding any provision to the Warrant Agent, either by the Company or by such Courtcontrary contained herein, the duties removal or resignation of the Warrant Agent will be effective upon the expiration of the applicable notice period, and in the event a successor has not then been appointed, the Company shall be carried out by assume the Companyrole of Warrant Agent until such time as a successor Warrant Agent has been appointed in accordance with the terms of this Agreement. Any successor Warrant Agent, whether appointed by the Company or by such Court, Agent shall be (a) a bank corporation organized and doing business under the laws of the United States or a trust companyof any state thereof, in good standing, organized which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the laws time of its appointment as Warrant Agent a combined capital surplus of at least twenty million dollars ($20,000,000) or (b) an affiliate of a corporation described in clause (a) of this sentence. The Company shall cause written notice to be delivered to the registered holders of Warrants notifying such holders of the State name and address of Wisconsin or of the United States of America, having its principal office in the United Statesany successor Warrant Agent. After appointment, appointment the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give any notice provided for hereinin this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement hereunder upon thirty (30) days notice given in writing by the Warrant Agent or the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon notice given in writing by the Company mailed to the Warrant AgentTrustor and the Trustee by registered or certified mail return receipt requested, and to the Warrantholders by first-class mail at the expense of the Trustor; the foregoing notices shall, in either case, give the date when provided that no such resignation or discharge shall take effect and become effective until a successor Warrant Agent shall be sent at least have been appointed hereunder. The Trustor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days prior notice in writing, mailed to the date so specifiedWarrant Agent or successor Warrant Agent, as the case may be, and upon fifteen (15) days notice to the Warrantholders by first-class mail, and absent the objection of the holders of a majority of the Warrants outstanding, within such fifteen (15) day period; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company Trustor shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Trustor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Company Trustor shall fail to make such appointment of a permanent successor within a period of thirty (30) days after it has been notified such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by the holder of a Call Warrant, then the Warrant Agent or registered holder of any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent. Pending appointment Agent appointed hereunder must be rated in one of a successor to the Warrant Agent, either four highest rating categories by the Company Rating Agencies. Any entity which may be merged or by such Court, consolidated with or which shall otherwise succeed to substantially all of the duties trust or agency business of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Court, shall deemed to be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United States. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, without further act or deed, and the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect the delivery or transfer. Failure to give any notice provided for herein, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may beaction.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its all further duties and liabilities under this Agreement upon notice given in writing by the Warrant Agent or the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon notice given in writing by the Company to (except liabilities arising as a result of the Warrant Agent; the foregoing notices shall's own negligence, in either case, give the date when such resignation bad faith or discharge shall take effect and shall be sent at least willful misconduct) upon thirty (30) days prior notice in writing mailed, by registered or certified mail, to the date so specifiedCompany. The Company may remove the Warrant Agent or any successor warrant agent upon thirty (30) days prior notice in writing, mailed to the Warrant Agent or successor warrant agent, as the case may be, by registered or certified mail. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant AgentAgent and shall, within fifteen (15) days following such appointment, give notice thereof in writing to each registered holder of the Warrant Certificates. If the Company shall fail to make such appointment within a period of thirty fifteen (3015) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Warrant Holder) or after discharging the Warrant Agent, then the holder of any Warrant Holder Certificate may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the new Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor new Warrant Agent, whether appointed by the Company or by such Courta court, shall be a bank or trust company having capital and surplus of not less than $10,000,000 or a trust company, in good standing, organized stock transfer company that is a registered transfer agent under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United StatesExchange Act. After appointmentappointment and execution of a copy of this Agreement in effect at that time, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent Agent, within a reasonable time, any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give any notice provided for hereinin this Section, however, or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice given in writing by sent to the Company and, in the event that the Warrant Agent or one of its Affiliates is not also the transfer agent for the Company; , to each transfer agent of the Common Stock. In the event the transfer agency relationship in effect between the Company and the Warrant Agent may terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged by the Company from its duties under this Agreement upon notice given in writing by as of the effective date of such termination, and the Company shall be responsible for sending any required notice thereunder. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent; , as the foregoing notices shallcase may be, in either caseand to each transfer agent of the Common Stock, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedHolders of the Warrant Certificates. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by the Holder of a Warrant Certificate (which shall, with such notice, submit its Warrant Certificate for inspection by the Company), then the Holder of any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder Certificate may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the new Warrant Agent, either by provided that, for purposes of this Agreement, the Company or by such Court, the duties of shall be deemed to be the Warrant Agent shall be carried out by the Companyuntil a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall be a bank Person (other than a natural person) organized and doing business under the laws of the United States or of a trust companystate thereof, in good standing, organized which is authorized under such laws to exercise shareholder services powers and is subject to supervision or examination by federal or state authority and which has at the laws time of the State its appointment as Warrant Agent a combined capital and surplus (together with its Affiliates) of Wisconsin or of the United States of America, having its principal office in the United Statesat least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose but such predecessor Warrant Agent shall not be required to effect make any additional expenditure (without prompt reimbursement by the delivery Company) or transferassume any additional liability in connection with the foregoing. Failure Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Common Stock, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for hereinin this Section 18, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign ----------------------- at any time and be discharged from its duties under this Agreement upon by giving to the Company 30days' notice given in writing by the Warrant Agent or the Company; the writing. The Warrant Agent may be discharged removed by the Company from its duties under this Agreement upon like notice given in writing by the Company to the Warrant Agent; Agent from the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedCompany. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Holder (who shall with such notice submit his, her or its Warrant Holder) or after discharging for inspection by the Warrant AgentCompany), then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agentwarrant agent, either by the Company or by such Courtcourt, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such Courta court, shall be a bank or a trust company, company in good standing, organized incorporated under the laws of the State of Wisconsin or of the United States of America, America or any State thereof or the District of Columbia and having at the time of its principal office in the United Statesappointment as warrant agent a combined capital and surplus of at least $10,000,000. After appointment, the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect the delivery or transferfor such purpose. Failure to give file any notice provided for hereinin this Section 18, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon by giving notice given in writing to the Company and by giving notice by mailing to holders of the Warrants at their addresses as such addresses appear on the Warrant Agent or register of such resignation, specifying a date when such resignation shall take effect, which date shall not be less than 30 days after the Company; the mailing of said notice. The Warrant Agent may be discharged by removed at the discretion of the Company from its duties under this Agreement upon by like notice given in writing by the Company to the Warrant Agent; Agent from the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect Company and shall be sent at least thirty (30) days prior by like mailing of notice to the date so specifiedholders of the Warrants. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after such removal, or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by the registered holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the registered holder of any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United States. After appointment, the any successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, conveyance act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall give notice thereof to effect the delivery or transferpredecessor Warrant Agent and each transfer agent for the Class A Common Stock, and shall forthwith give notice to the holders of the Warrants in the manner prescribed in this section. Failure to give file or mail any notice provided for hereinin this Section 14, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the any successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be ----------------------- discharged from its duties under this Agreement hereunder upon thirty (30) days notice given in writing mailed to the Depositor and the Trustee by the Warrant Agent registered or the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon notice given in writing by the Company certified mail, and to the Warrant AgentHolders by first-class mail at the expense of the Depositor; the foregoing notices shall, in either case, give the date when provided that no such resignation or discharge shall take effect and become effective until a successor Warrant Agent shall be sent at least have been appointed hereunder. The Depositor may remove the Warrant Agent or any successor Warrant Agent upon thirty (30) days prior notice in writing, mailed to the date so specifiedWarrant Agent or successor Warrant Agent, as the case may be, and to the Warrant Holders by first-class mail; provided further that no such removal shall become effective until a successor Warrant Agent shall have been appointed hereunder. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company Depositor shall promptly appoint a successor to the Warrant Agent, which may be designated as an interim Warrant Agent. If an interim Warrant Agent is designated, the Depositor shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Company Depositor shall fail to make such appointment of a permanent successor within a period of thirty (30) days after it has been notified such removal or within sixty (60) days after notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any the Warrant Holder) or after discharging , then the Warrant Agent, then any Agent or registered Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of such a successor. Any successor to the Warrant Agent. Pending appointment Agent appointed hereunder must be rated in one of a successor to the Warrant Agent, either four highest rating categories by the Company Rating Agencies. Any entity which may be merged or by such Court, consolidated with or which shall otherwise succeed to substantially all of the duties trust or agency business of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Court, shall deemed to be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United States. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, without further act or deed, and the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect the delivery or transfer. Failure to give any notice provided for herein, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may beaction.

Change of Warrant Agent. The Warrant Agent may at any time resign from its duties under this Agreement upon notice given in writing by the as Warrant Agent or the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon written notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedCorporation. If the Warrant Agent shall resign, be discharged or shall otherwise become incapable of actingacting as Warrant Agent, the Company Corporation shall appoint a successor to the such Warrant Agent. If the Company Corporation shall fail to make such appointment within a period of thirty (30) 30 days after it has been notified in writing of such resignation or of such incapacity by the resigning or incapacitated Warrant Agent (or by the registered holder of a Warrant Certificate, then the registered holder of any Warrant Holder) Certificate or after discharging the Warrant AgentAgent may apply, then at the expense of the Corporation, to any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the such Warrant Agent, either by the Company Corporation or by such Courta court, the duties of the Warrant Agent shall be carried out by the CompanyCorporation. Any The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. If a Successor Warrant Agent shall not have been appointed within 30 days of such removal, whether appointed the Warrant Agent may apply, at the expense of the Corporation, to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company Corporation or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United Statesformer Warrant Agent. After appointment, appointment the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it thereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give any notice provided for hereinin this Section 18, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign from its duties under this Agreement upon notice given in writing by the Warrant Agent or the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specified. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 60 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder Certificate may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the new Warrant Agent, either by provided that, for purposes of this Agreement, the Company or by such Court, the duties of shall be deemed to be the Warrant Agent shall be carried out by the Companyuntil a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall be a bank corporation organized and doing business under the laws of the United States or of a trust companystate thereof, in good standing, organized which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the laws time of the State its appointment as Warrant Agent a combined capital and surplus of Wisconsin or of the United States of America, having its principal office in the United Statesat least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Common Stock, and mail a notice thereof in writing to effect the delivery or transferHolders of the Warrant Certificates. Failure However, failure to give any notice provided for hereinin this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon by providing both (i) written notice given to Dura and (ii) written notice, sent at the Company's expense by first-class mail, postage prepaid, to each Holder at such Holder's address appearing in writing by the Warrant Agent or the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon Register, which notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give the shall specify a date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days two weeks prior to the date so specified. If the Warrant Agent shall resign, be discharged resign or shall otherwise become incapable of acting, the Company Dura shall appoint a successor to the Warrant Agentthereto. If the Company Dura shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing receiving written notification of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Holder (which Holder shall, with such notice, submit Warrant Holder) or after discharging the Warrant AgentCertificates held thereby for inspection by Dura), then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company Dura or by such Courta court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United StatesDura. After such appointment, the successor Warrant Agent shall be vested with the same such powers, rights, duties and responsibilities as if it such Warrant Agent would have been vested had such Warrant Agent been named originally named as Warrant AgentAgent hereunder, without further act or deed, and the . The former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, such former Warrant Agent hereunder and shall execute and deliver any further assurance, conveyance, act or deed necessary to effect the delivery or transfertherefor. Failure to give provide any notice provided called for hereinin this Section 17, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the a successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon by providing both (i) written notice given to Dura and (ii) written notice, sent at the Company's expense by first-class mail, postage prepaid, to each Holder at such Holder's address appearing in writing by the Warrant Agent or the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon Register, which notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give the shall specify a date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days two weeks prior to the date so specified. If the Warrant Agent shall resign, be discharged resign or shall otherwise become incapable of acting, the Company Dura shall appoint a successor to the Warrant Agentthereto. If the Company Dura shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing receiving written notification of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Holder (which Holder shall, with such notice, submit Warrant Holder) or after discharging the Warrant AgentCertificates held thereby for inspection by Dura), then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company Dura or by such Courta court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United StatesDura. After such appointment, the successor Warrant Agent shall be vested with the same such powers, rights, duties and responsibilities as if it such Warrant Agent would have been vested had such Warrant Agent been named originally named as Warrant AgentAgent hereunder, without further act or deed, and the . The former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, such former Warrant Agent hereunder and shall execute and deliver any further assurance, conveyance, act or deed necessary to effect the delivery or transfertherefor. Failure to give provide any notice provided called for hereinin this Section 19, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the a successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon by giving to the Company thirty (30) days' notice given in writing by the Warrant Agent or the Company; the writing. The Warrant Agent may be discharged removed by the Company from its duties under this Agreement upon like notice given in writing by the Company to the Warrant Agent; Agent and the foregoing notices shallHolders from the Company, in either case, give such notice to specify the date when such resignation or discharge removal shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedbecome effective. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified such removal or notification in writing of such resignation registration or incapacity by the resigning or incapacitated Warrant Agent (or by any Holder (who shall with such notice submit his Warrant Holder) Certificate or after discharging Certificates for inspection by the Warrant AgentCompany), then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall be a bank or a trust companyCompany, in good standing, organized incorporated under the laws of the State of Wisconsin or of the United States of America, America or any state thereof and having at the time of its principal office in the United Statesappointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointmentappointment and acceptance of such appointment in writing, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, without Agent with out further act or deed, and ; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and shall execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give file any notice provided for hereinin this Section 14, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be. In the event of such resignation or removal, the successor Warrant Agent shall mail, by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign from its duties under this Agreement upon notice given in writing by If the Warrant Agent or the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give the date when shall resign (such resignation or discharge shall take effect and shall be sent at least to become effective not earlier than thirty (30) days prior after the giving of written notice thereof to the date so specified. If Company and the registered holders of Warrant Certificates) or shall become incapable of acting as Warrant Agent or if the Board shall by resolution remove the Warrant Agent shall resign, be discharged or shall otherwise (such removal to become incapable effective not earlier than fifteen (15) days after the filing of actinga certified copy of such resolution with the Warrant Agent and the giving of written notice of such removal to the registered holders of Warrant Certificates), the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after such removal or after it has been so notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by the registered holder of a Warrant Certificate (in the case of incapacity), then the registered holder of any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder Certificate may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Courta court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall be a bank or a trust company, in good standing, organized incorporated under the laws of the State of Wisconsin any state or of the United States of America. As soon as practicable after appointment of the successor Warrant Agent, having its principal office the Company shall cause written notice of the change in the United StatesWarrant Agent to be given to each of the registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and the . The former Warrant Agent shall deliver and transfer to the successor Warrant Agent all books and records of the Company and any property at the time held by it thereunder, hereunder and execute and deliver deliver, at the expense of the Company, any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give any notice provided for herein, in this Section 17 or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the a successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent or any successor Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice given in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or the Company; any successor Warrant Agent upon 30 calendar days' notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be discharged be, and to each transfer agent of the Common Stock by the Company from its duties under this Agreement upon notice given in writing by the Company registered or certified mail, and to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedHolders by first-class mail. If the Warrant Agent shall resign, be discharged resigns or shall is removed or otherwise become becomes incapable of acting, the Company shall will appoint a successor to the Warrant Agent. If the Company shall fail fails to make such appointment within a period of thirty (30) 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Holder (who will, with such notice, submit his Warrant Holder) or after discharging Certificate for inspection by the Warrant AgentCompany), then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the such Warrant Agent, either by the Company or by such Courta court, the duties of the Warrant Agent shall will be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall will be a bank corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a trust companybanking institution in the State of New York), in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its a principal office in the United StatesState of New York, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50 million. After appointment, the successor Warrant Agent shall will be vested with the same powers, rights, duties duties, and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former predecessor Warrant Agent shall will deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act act, or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Common Stock, and mail by first class mail a notice thereof to effect the delivery or transfereach Holder. Failure to give any notice provided for hereinin this Section 6.5, however, or any defect therein, shall will not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon by giving to the Company 30 days' notice given in writing by the Warrant Agent or the Company; the writing. The Warrant Agent may be discharged removed by the Company from its duties under this Agreement upon like notice given in writing by the Company to the Warrant Agent; Agent from the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedCompany. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Holder (who shall with such notice submit his Warrant Holder) or after discharging for inspection by the Warrant AgentCompany), then any Warrant Holder may apply to the Circuit Court for Ozaukee Countyany court of competent jurisdiction located in Boston, Wisconsin, Massachusetts for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Courta court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall be a bank or a trust company, in good standing, organized incorporated under the laws of the State of Wisconsin or of the United States of America, America or any state thereof and having at the time of its principal office in the United Statesappointment as Warrant Agent a combined capital and surplus of at least $5,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent warrant agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give file any notice provided for hereinin this Section 16, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent warrant agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the successor warrant agent shall mail, by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign from its duties under this Agreement upon notice given in writing by the Warrant Agent or the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon by the Warrant Agent or the Company, as the case may be, giving notice given in writing by the Company to the Warrant Agent; the foregoing notices shallother, in either case, give the and by giving a date when such resignation or discharge shall take effect and effect, which notice shall be sent at least thirty (30) 60 days prior to the date so specified. If the Warrant Agent shall resign, be discharged or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 60 days after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Warrant Holder) Holder or after discharging the Warrant Agent, then any Warrant Holder may apply to the Circuit a Court for Ozaukee County, Wisconsinof competent jurisdiction, for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the Company shall carry out the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United States. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, deed and the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect for effecting the delivery or transfer. Failure to give any notice provided for hereinin the section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be. 18.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice given in writing by sent to the Company and, in the event that the Warrant Agent or one of its affiliates is not also the transfer agent for the Company; , to each transfer agent of the Common Stock. In the event the transfer agency relationship in effect between the Company and the Warrant Agent may terminates, the Warrant Agent will be deemed to have resigned automatically and be discharged by the Company from its duties under this Agreement upon notice given in writing by as of the effective date of such termination, and the Company shall be responsible for sending any required notice thereunder. The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant Agent or successor Warrant Agent; , as the foregoing notices shallcase may be, in either caseand to each transfer agent of the Common Stock, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedHolders of the Warrant Certificates. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Holder of any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder Certificate may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the new Warrant Agent, either by provided that, for purposes of this Agreement, the Company or by such Court, the duties of shall be deemed to be the Warrant Agent shall be carried out by the Companyuntil a new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall be a bank Person, other than a natural person, organized and doing business under the laws of the United States or of a trust companystate thereof, in good standing, organized which is authorized under such laws to exercise stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the laws time of the State its appointment as Warrant Agent a combined capital and surplus of Wisconsin or of the United States of America, having its principal office in the United Statesat least $10,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose but such predecessor Warrant Agent shall not be required to effect make any additional expenditure (without prompt reimbursement by the delivery Company) or transferassume any additional liability in connection with the foregoing. Failure Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Common Stock, and mail a notice thereof in writing to the Holders of the Warrant Certificates. However, failure to give any notice provided for hereinin this Section 17, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon after giving 30 days prior written notice given in writing by the Warrant Agent or to the Company; the . The Warrant Agent may be discharged removed by the Company from its duties under this Agreement upon by like notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specified. If the office of Warrant Agent shall resignbecomes vacant by resignation, be discharged removal, incapacity to act, or shall otherwise become incapable of actingotherwise, the Company shall appoint a successor to the Warrant AgentAgent (which may be the Company). If the Company shall fail to make such appointment within a period of thirty (30) 30 days after it has been notified in writing of such incapacity or resignation or incapacity by the resigning or incapacitated Warrant Agent (or by the registered holder of a Warrant Certificate, then the registered holder of any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder Certificate may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Courta court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, Agent whether appointed by the Company or by such Court, a court shall be a bank or a trust company, in good standing, organized incorporated under the laws of the State United States of Wisconsin America or of a state of the United States of America, having and must have at the time of its principal office in the United Statesappointment as Warrant Agent a combined capital and surplus of at least $500,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. The Company shall cause notice of the appointment of any successor Warrant Agent to effect be mailed by first-class mail, postage prepaid, to each registered holder of a Warrant Certificate at his address appearing on the delivery or transferWarrant Register. Failure to give any notice provided for hereinin this Section 17, or any defect therein, shall not not, however, affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the a successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon by giving to the Company thirty (30) days' prior notice given in writing by the Warrant Agent or the Company; the writing. The Warrant Agent may be discharged removed by the Company from its duties under this Agreement upon like notice given in writing by the Company to the Warrant Agent; Agent and the foregoing notices shallHolders from the Company, in either case, give such notice to specify the date when such resignation or discharge removal shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedbecome effective. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified such removal or notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Holder (who shall with such notice submit his Warrant Holder) Certificate or after discharging Certificates for inspection by the Warrant AgentCompany), then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall be a bank or a trust company, in good standing, organized incorporated under the laws of the State of Wisconsin or of the United States of America, America or any state thereof and having at the time of its principal office in the United Statesappointment as Warrant Agent a combined capital and surplus of at least $100,000,000. After appointmentappointment and acceptance of such appointment in writing, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and shall execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give file any notice provided for hereinin this Section 15, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be. In the event of such resignation or removal, the successor Warrant Agent shall mail, by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon by giving to the Company 30 days' notice given in writing by the Warrant Agent or the Company; the writing. The Warrant Agent may be discharged removed by the Company from its duties under this Agreement upon like notice given in writing by the Company to the Warrant Agent; Agent from the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedCompany. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Holder (who shall with such notice submit his Warrant Holder) or after discharging for inspection by the Warrant AgentCompany), then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Courtcourt, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such Courta court, shall be a bank or a trust company, company in good standing, organized incorporated under the laws of the State of Wisconsin or of the United States of America, America or any State thereof or the District of Columbia and having at the time of its principal office in the United Statesappointment as warrant agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect the delivery or transferfor such purpose. Failure to give file any notice provided for hereinin this Section 18, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon notice given in writing by giving to the Warrant Agent or the Company; the Company thirty (30) days' prior written notice. The Warrant Agent may be discharged removed by the Company from its duties under this Agreement upon like notice given in writing by the Company to the Warrant Agent; Agent and the foregoing notices shallHolders from the Company, in either case, give such notice to specify the date when such resignation or discharge removal shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedbecome effective. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, then the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing such removal or written notification of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder may may, at the Company's expense, apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall be a bank or a trust company, in good standing, organized incorporated under the laws of the State of Wisconsin or of the United States of America, America or any state thereof and having at the time of its principal office in the United Statesappointment as Warrant Agent a combined capital and surplus of at least $100,000,000. After appointmentappointment and acceptance of such appointment in writing, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and shall execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give file any notice provided for hereinin this Section 15, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be. In the event of such resignation or removal, the successor Warrant Agent shall promptly mail to each Holder written notice of such removal or resignation and the name and address of such successor Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign from its duties under this Agreement upon notice given in writing by the Warrant Agent or the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specified. If the Warrant Agent shall resign, be discharged resign (such resignation to become effective not earlier than _________ (___) days after the giving of written notice thereof to the Company and the registered holders of Warrant Certificates) or shall otherwise become incapable of actingacting as Warrant Agent or if the Board shall by resolution remove the Warrant Agent (such removal to become effective not earlier than __________ (___) days after the filing of a certified copy of such resolution with the Warrant Agent and the giving of written notice of such removal to the registered holders of Warrant Certificates), the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty ____________ (30___) days after such removal or after it has been so notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by the registered holder of a Warrant Certificate (in the case of incapacity), then the registered holder of any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder Certificate may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Courta court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall be a bank or a trust company, in good standing, organized incorporated under the laws of the State of Wisconsin any state or of the United States of America. As soon as practicable after appointment of the successor Warrant Agent, having its principal office the Company shall cause written notice of the change in the United StatesWarrant Agent to be given to each of the registered holders of the Warrant Certificates at such holder’s address appearing on the Warrant Register. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and the . The former Warrant Agent shall deliver and transfer to the successor Warrant Agent all books and records of the Company and any property at the time held by it thereunder, hereunder and execute and deliver deliver, at the expense of the Company, any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give any notice provided for herein, in this Section 17 or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the a successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice given in writing mailed to the Company and to each known transfer agent of the Common Stock by overnight delivery, registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or the Company; any successor Warrant Agent upon 30 days’ notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be discharged be, and to each transfer agent of the Common Stock by the Company from its duties under this Agreement upon notice given in writing by the Company overnight delivery, registered or certified mail, and to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedDepository by first-class mail. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Warrant Holder) or after discharging the Depository, then the Warrant Agent, then any Warrant Holder Agent or the Depository may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a new Warrant Agent. Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to the Warrant Agent. Pending appointment of a successor Agent and to the Warrant AgentCompany an instrument accepting such appointment hereunder and thereupon such new warrant agent without any further act or deed shall become vested with all the rights, either by the Company or by such Courtpowers, the duties and responsibilities of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United States. After appointment, the successor Warrant Agent shall be vested hereunder with the same powers, rights, duties and responsibilities like effect as if it had been originally named as Warrant Agent, without further act warrant agent; but if for any reason it becomes necessary or deed, and expedient to have the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, and warrant agent execute and deliver any further assurance, conveyance, act or deed necessary deed, the same shall be done at the expense of the Company and shall be legally and validly executed and delivered by the former warrant agent. Not later than the effective date of any such appointment, the Company shall file notice thereof with the former Warrant Agent and each transfer agent for the Common Stock, and shall forthwith mail notice thereof to effect the delivery or transferregistered holders at their addresses as they appear on the registry books. Failure to give any notice provided for hereinfile or mail such notice, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent. Upon any such termination, as the case Warrant Agent shall be relieved and discharged of any further responsibilities with respect to its duties, responsibilities and obligations hereunder. Upon payment of all outstanding fees and expenses hereunder, the Warrant Agent shall promptly forward to the Company or its designee any and all property or documentation relative to the Warrants and the holders thereof and documents relating to the Warrants or the holders thereof that the Warrant Agent may bereceive after its appointment has so terminated.

Change of Warrant Agent. The Warrant Agent may resign and be ----------------------- discharged from its duties under this Agreement upon thirty days' prior notice given in writing mailed to the Company by registered or certified mail, and to each registered holder of Warrant Certificates. The Company may remove the Warrant Agent or the Company; any successor warrant agent upon thirty days' prior notice in writing, mailed to the Warrant Agent or successor warrant agent, as the case may be discharged be, by the Company from its duties under this Agreement upon notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation registered or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedcertified mail. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant AgentAgent and shall, within fifteen days following such appointment, give notice thereof in writing to each of the registered holders of the Warrant Certificates. If the Company shall fail to make such appointment within a period of thirty (30) fifteen days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by (i) the Company or by such Court, agrees to perform the duties of the Warrant Agent shall be carried out by hereunder and (ii) the Companyregistered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new warrant agent. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such Courta court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal corporate trust office in Minneapolis or St. Xxxx, Minnesota, or in New York, New York, and having at the United Statestime of its appointment as successor warrant agent a combined capital and surplus of at least $25,000,000. After appointment, appointment the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, warrant agent without further act or deed, and ; but the former Warrant Agent warrant agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it thereunderin hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give any notice provided for hereinin this Section, however, or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. Any agent appointed pursuant to Section 5 hereof may resign and be discharged from its duties under this Agreement upon thirty days' prior notice in writing mailed to the Warrant Agent at its principal corporate trust offices by registered or certified mail. The Warrant Agent may remove any such agent upon thirty days' prior notice in writing, mailed to such agent by registered or certified mail. In the event a successor agent shall be appointed or another office shall be maintained by the Warrant Agent pursuant to Section 5 hereof, the Warrant Agent shall within fifteen days thereafter give notice thereof in writing to each of the registered holders of Warrant Certificates.

Change of Warrant Agent. (a) The Warrant Agent Agent, or any successor to it hereafter appointed, may resign from its position as such and be discharged from all further duties under this Agreement and liabilities hereunder (except liabilities arising as a result of the Warrant Agent's own gross negligence or willful misconduct), after giving 30 calendar days' prior written notice to GenTek, upon notice given (but only upon) a duly appointed successor Warrant Agent having been appointed and having accepted such appointment in writing by writing. GenTek may remove the Warrant Agent or the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon not less than 30 calendar days' prior written notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give specifying the date when such resignation or discharge shall take effect effect, and shall be sent at least thirty (30) days prior to the date so specified. If the Warrant Agent shall resign, thereupon in like manner be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent's own gross negligence or willful misconduct), upon (but only upon) a duly appointed successor Warrant Agent having been appointed and having accepted such appointment in writing. GenTek shall otherwise become incapable cause to be mailed, at the expense of actingGenTek, to each Holder a copy of said notice of resignation or notice of removal, as the Company case may be. Upon such resignation or removal GenTek shall appoint in writing a successor to the Warrant Agent. If the Company GenTek shall fail to make such appointment within a period of thirty (30) 30 calendar days after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Warrant Holder) or after discharging the Warrant Agentsuch removal, then the existing Warrant Agent or the Holder of any Tranche C Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the original Warrant Agent, either by the Company GenTek or by such Courta court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United States. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, without further act or deed, and the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect the delivery or transfer. Failure to give any notice provided for herein, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may beGenTek.

Change of Warrant Agent. The Warrant Agent or any successor Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice given in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or the Company; any successor Warrant Agent upon 30 calendar days' notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be discharged be, and to each transfer agent of the Common Stock by the Company from its duties under this Agreement upon notice given in writing by the Company registered or certified mail, and to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedHolders by first-class mail. If the Warrant Agent shall resign, be discharged resigns or shall is removed or otherwise become becomes incapable of acting, the Company shall will appoint a successor to the Warrant Agent. If the Company shall fail fails to make such appointment within a period of thirty (30) 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Holder (who will, with such notice, submit his Warrant Holder) or after discharging Certificate for inspection by the Warrant AgentCompany), then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall will be a bank corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a trust companybanking institution in the State of New York), in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its a principal office in the United StatesState of New York, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50 million. After appointment, the successor Warrant Agent shall will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former predecessor Warrant Agent shall will deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Common Stock, and mail by first class mail a notice thereof to effect the delivery or transfereach Holder. Failure to give any notice provided for hereinin this SECTION 6.5, however, or any defect therein, shall will not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be. Notwithstanding anything to the contrary contained herein, no resignation or removal of the Warrant Agent or any successor Warrant Agent will become effective prior to the effectiveness of the appointment of a successor Warrant Agent therefor.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon after giving 30 days prior written notice given in writing by the Warrant Agent or to the Company; the . The Warrant Agent may be discharged removed by the Company from its duties under this Agreement upon by like notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specified. If the office of Warrant Agent shall resignbecomes vacant by resignation, be discharged removal, incapacity to act, or shall otherwise become incapable of actingotherwise, the Company shall appoint a successor to the Warrant AgentAgent (which may be the Company). If the Company shall fail to make such appointment within a period of thirty (30) 30 days after it has been notified in writing of such incapacity or resignation or incapacity by the resigning or incapacitated Warrant Agent (or by the registered holder of a Warrant Certificate, then the registered holder of any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder Certificate may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Courta court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, Agent whether appointed by the Company or by such Court, a court shall be a bank or a trust company, in good standing, organized incorporated under the laws of the State United States of Wisconsin America or of a state of the United States of America, having and must have at the time of its principal office in the United Statesappointment as Warrant Agent a combined capital and surplus of at least $500,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. The Company shall cause notice of the appointment of any successor Warrant Agent to effect be mailed by first-class mail, postage prepaid, to each registered holder of a Warrant Certificate at his address appearing on the delivery or transferWarrant Register. Failure to give any notice provided for hereinin this SECTION 17, or any defect therein, shall not not, however, affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the a successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be ----------------------- discharged from its duties under this Agreement upon notice given in writing by giving to the Warrant Agent or the Company; the Company thirty (30) days' prior written notice. The Warrant Agent may be discharged removed by the Company from its duties under this Agreement upon like notice given in writing by the Company to the Warrant Agent; Agent and the foregoing notices shallHolders from the Company, in either case, give such notice to specify the date when such resignation or discharge removal shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedbecome effective. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, then the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing such removal or written notification of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder may may, at the Company's expense, apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall be a bank or a trust company, in good standing, organized incorporated under the laws of the State of Wisconsin or of the United States of America, America or any state thereof and having at the time of its principal office in the United Statesappointment as Warrant Agent a combined capital and surplus of at least $100,000,000. After appointmentappointment and acceptance of such appointment in writing, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and shall execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give file any notice provided for hereinin this Section 15, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be. In the event of such resignation or removal, the successor Warrant Agent shall promptly mail to each Holder written notice of such removal or resignation and the name and address of such successor Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign from its duties under this Agreement upon and be discharged from all further duties and liability hereunder after giving 30 days’ prior written notice given in writing by the Warrant Agent or to the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specified. If the Warrant Agent shall resign, be discharged resign pursuant to the preceding sentence or if the Warrant Agent shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after it has been notified in writing of such incapacity or resignation or incapacity by the resigning or incapacitated Warrant Agent (or by the registered holder of a Warrant Certificate, then the Warrant Agent or any registered holder of any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder Certificate may apply at the expense of the Company to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the such Warrant Agent, either by the Company or by such Courta court, the duties of the Warrant Agent shall be carried out by the Company. The Holders of a majority of the then outstanding Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. Any successor to the Warrant Agent, whether appointed Agent need not be approved by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United Statesformer Warrant Agent. After appointment, the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it such successor had been originally named as Warrant Agent, Agent without further act or deed, and ; provided that the former Warrant Agent upon payment of all amounts owed to it shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it thereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give any notice provided for hereinin this Section 9.3, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may ----------------------- resign at any time and be discharged from its duties under this Agreement upon by giving to the Company 30-days' notice given in writing by the Warrant Agent or the Company; the writing. The Warrant Agent may be discharged removed by the Company from its duties under this Agreement upon like notice given in writing by the Company to the Warrant Agent; Agent from the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedCompany. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Holder (who shall with such notice submit his, her or its Warrant Holder) or after discharging for inspection by the Warrant AgentCompany), then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agentwarrant agent, either by the Company or by such Courtcourt, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such Courta court, shall be a bank or a trust company, company in good standing, organized incorporated under the laws of the State of Wisconsin or of the United States of America, America or any State thereof or the District of Columbia and having at the time of its principal office in the United Statesappointment as warrant agent a combined capital and surplus of at least $10,000,000. After appointment, the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect the delivery or transferfor such purpose. Failure to give file any notice provided for hereinin this Section 18, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may at any time resign from its duties under this Agreement upon notice given in writing by the as Warrant Agent or upon written notice to the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specified. If the Warrant Agent shall resign, be discharged or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after it has been notified in writing of such resignation or of such incapacity by the resigning or incapacitated Warrant Agent (or by the registered holder of a Warrant Certificate, then the registered holder of any Warrant Holder) Certificate or after discharging the Warrant AgentAgent may apply, then at the expense of the Company, to any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the such Warrant Agent, either by the Company or by such Courta court, the duties of the Warrant Agent shall be carried out by the Company. Any The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. If a Successor Warrant Agent shall not have been appointed within 30 days of such removal, whether appointed the Warrant Agent may apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United Statesformer Warrant Agent. After appointment, appointment the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it thereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give any notice provided for hereinin this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon by giving to the Company 30 days' notice given in writing by the Warrant Agent or the Company; the writing. The Warrant Agent may be discharged removed by the Company from its duties under this Agreement upon like notice given in writing by the Company to the Warrant Agent; Agent from the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedCompany. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Holder (who shall with such notice submit his Warrant Holder) or after discharging for inspection by the Warrant AgentCompany), then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agentwarrant agent, either by the Company or by such Courtcourt, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such Courta court, shall be a bank or a trust company, company in good standing, organized incorporated under the laws of the State of Wisconsin or of the United States of America, America or any State thereof or the District of Columbia and having at the time of its principal office in the United Statesappointment as warrant agent a combined capital and surplus of at least $100,000,000. After appointment, the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, ; but (a) the former Warrant Agent shall be entitled to the benefit of the provisions of Section 10 with respect to actions or omissions while it was the Warrant Agent and (b) the former Warrant Agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect the delivery or transferfor such purpose. Failure to give file any notice provided for hereinin this Section 11, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may at any time resign from its duties under this Agreement upon notice given in writing by the as Warrant Agent or upon written notice to the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specified. If the Warrant Agent shall resign, be discharged or shall otherwise become incapable of actingacting as Warrant Agent, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after it has been notified in writing of such resignation or of such incapacity by the resigning or incapacitated Warrant Agent (or by the registered holder of a Warrant Certificate, then the registered holder of any Warrant Holder) Certificate or after discharging the Warrant AgentAgent may apply, then at the expense of the Company, to any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the such Warrant Agent, either by the Company or by such Courta court, the duties of the Warrant Agent shall be carried out by the Company. Any The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. If a Successor Warrant Agent shall not have been appointed within 30 days of such removal, whether appointed the Warrant Agent may apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United Statesformer Warrant Agent. After appointment, the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it thereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give any notice provided for hereinin this Section 16, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Warrant Agreement upon thirty (30) days’ notice given in writing mailed to the Company by registered or certified mail, to the registered holders of Warrant Certificates and Book-Entry Warrants by first-class mail. The Company may remove the Warrant Agent or the Company; the any successor Warrant Agent may be discharged by the Company from its duties under this Agreement upon notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior days’ notice in writing, mailed to the date so specifiedWarrant Agent or successor Warrant Agent, as the case may be, and to the Transfer Agent by registered or certified mail, to the registered holders of Warrant Certificates and Book-Entry Warrants by first-class mail. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail fails to make such appointment within a period of thirty (30) days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Warrant Holder) or after discharging the Warrant Agent, then any holder of a Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the new Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall be a bank person organized and doing business under the laws of the United States or a trust companyof the State of New York, in good standing, organized which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the laws time of the State its appointment as Warrant Agent a combined capital and surplus of Wisconsin or of the United States of America, having its principal office in the United Statesat least $5,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of such appointment the Company shall file notice thereof in writing with the predecessor Warrant Agent and each Transfer Agent, and mail a notice thereof in writing to effect the delivery or transferregistered holders of the Warrant Certificates and Book-Entry Warrants. Failure to give any notice provided for hereinin this Section 20, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from ----------------------- its duties under this Agreement upon by giving to the Company 30 days' notice given in writing by the Warrant Agent or the Company; the writing. The Warrant Agent may be discharged removed by the Company from its duties under this Agreement upon like notice given in writing by the Company to the Warrant Agent; Agent from the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedCompany. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any holder (who shall with such notice submit his Series A Warrant Holder) or after discharging for inspection by the Warrant AgentCompany), then any holder or the resigning or removed Warrant Holder Agent may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Courtcourt, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such Courta court, shall be a bank or a trust company, company in good standing, organized incorporated under the laws of the State of Wisconsin or of the United States of America, America or any State thereof or the District of Columbia and having at the time of its principal office in the United Statesappointment as warrant agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent warrant agent any property property, documents and records at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect the delivery or transferfor such purpose. Failure to give file any notice provided for hereinin this Section 18, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon by giving to the Company 30 days' notice given in writing by the Warrant Agent or the Company; the writing. The Warrant Agent may be discharged removed by the Company from its duties under this Agreement upon like notice given in writing by the Company to the Warrant Agent; Agent from the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedCompany. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any holder (who shall with such notice submit his Warrant Holder) or after discharging for inspection by the Warrant AgentCompany), then any holder or the resigning or removed Warrant Holder Agent may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Courtcourt, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such Courta court, shall be a bank or a trust company, company in good standing, organized incorporated under the laws of the State of Wisconsin or of the United States of America, America or any State thereof or the District of Columbia and having at the time of its principal office in the United Statesappointment as warrant agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect the delivery or transferfor such purpose. Failure to give file any notice provided for hereinin this Section 18, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. A. The Warrant Agent may resign and be discharged from its duties under this Agreement upon by giving to the Trust notice given in writing writing, and to the holders of the Warrants notice by publication, of such resignation, specifying a date when such resignation shall take effect, which notice shall be published at the Warrant Agent or expense of the Company; Trust at least once a week for two consecutive weeks in a newspaper of general circulation in the City of [New York] before the date so specified. The Warrant Agent may be discharged removed by the Company Trust by like notice from its duties under this Agreement upon notice given in writing by the Company Trust to the Warrant Agent; Agent and the foregoing notices shall, in either case, give holders of Warrants at the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to expense of the date so specifiedTrust. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company Trust shall appoint a successor to the Warrant Agent. If the Company Trust shall fail to make such appointment within a period of thirty (30) 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by the registered holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Trust), then, at the expense of the Trust, the Warrant Agent or the registered holder of any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company Trust or by such Courta court, shall be a bank or a trust company, in good standing, organized incorporated under the laws of the any State of Wisconsin or of the United States of America, having at the time of its principal office in the United Statesappointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointmentAfter, appointment the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it originally had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give file or publish any notice provided for hereinin this Section, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may at any time resign from its duties under this Agreement upon notice given in writing by the as Warrant Agent or the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon written notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedCorporation. If the Warrant Agent shall resign, be discharged or shall otherwise become incapable of actingacting as Warrant Agent, the Company Corporation shall appoint a successor to the such Warrant Agent. If the Company Corporation shall fail to make such appointment within a period of thirty (30) 30 days after it has been notified in writing of such resignation or of such incapacity by the resigning or incapacitated Warrant Agent (or by the registered holder of a Warrant Certificate, then the registered holder of any Warrant Holder) Certificate or after discharging the Warrant AgentAgent may apply, then at the expense of the Corporation, to any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the such Warrant Agent, either by the Company Corporation or by such Courta court, the duties of the Warrant Agent shall be carried out by the CompanyCorporation. Any The holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent and appoint a successor to such Warrant Agent. If a Successor Warrant Agent shall not have been appointed within 30 days of such removal, whether appointed the Warrant Agent may apply, at the expense of the Corporation, to any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Such successor to the Warrant Agent need not be approved by the Company Corporation or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United Statesformer Warrant Agent. After appointment, appointment the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent upon payment of all fees and expenses due it and its agents and counsel shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it thereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give any notice provided for hereinin this Section 18, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.. 9

Change of Warrant Agent. The Warrant Agent may resign and may be discharged from its duties under this Agreement upon by giving to the Company thirty days' notice given in writing by the Warrant Agent or the Company; the writing. The Warrant Agent may be discharged removed by the Company from its duties under this Agreement upon like notice given in writing by the Company to the Warrant Agent; Agent from the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedCompany. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by the Holder of a Warrant (who shall with such notice submit his Warrant for inspection by the Company), then the Holder of any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall be a bank or a trust company, company in good standing, organized incorporated under the laws of the State of Wisconsin or of the United States of America, America or any state thereof and having at the time of its principal office in the United Statesappointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurancereassurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give file any notice provided for hereinin this Section 16, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the vent of such resignation or removal, the successor warrant agent shall mail, first class, to each Holder, written notice of such removal or resignation and the name and address of such successor Warrant Agent.

Change of Warrant Agent. The Warrant Agent or any successor Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days? notice given in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail. The Company may remove the Warrant Agent or the Company; any successor Warrant Agent upon 30 days? notice in writing mailed to the Warrant Agent may be discharged by the Company from its duties under this Agreement upon notice given in writing by the Company to the or successor Warrant Agent; , as the foregoing notices shallcase may be, in either case, give and to each transfer agent of the date when such resignation Common Stock by registered or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedcertified mail. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Warrant Holder) or after discharging the Warrant Agent, then the holder of any Warrant Holder Certificate may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the new Warrant Agent. Pending appointment of a successor Notwithstanding any provision to the Warrant Agent, either by the Company or by such Courtcontrary contained herein, the duties removal or resignation of the Warrant Agent shall will not be carried out by effective until such time as a successor Warrant Agent has been appointed in accordance with the Companyterms of this Agreement. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall be a bank corporation or a trust companyother business organization organized and doing business under the laws of the United States or any state of the United States, in good standing, organized which is authorized under the such laws of the State of Wisconsin to exercise corporate trust or of the United States of America, having its principal office in the United Statesstock transfer powers. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Common Stock and mail notice thereof in writing to effect the delivery or transferregistered holders of the Warrant Certificates. Failure to give any notice provided for hereinin this Section 18, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign from its duties under this Agreement upon notice given in writing by the Warrant Agent or the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specified. If the Warrant Agent shall resign, be discharged or shall otherwise become incapable of actingacting as Warrant Agent or shall resign as provided below, the Company shall appoint a successor to the such Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Warrant Holder) or after discharging the Warrant Agent, then the registered holder of any Warrant Holder Certificate may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the such Warrant Agent, either by the Company or by such Courta court, the duties of the Warrant Agent shall be carried out by the Company. Any The registered holders of a majority of the unexercised Warrants shall be entitled at any time to remove the Warrant Agent for cause and appoint a successor to such Warrant Agent, whether appointed . Such successor to the Warrant Agent need not be approved by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United Statesformer Warrant Agent. After appointment, the successor to the Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent shall deliver and transfer to the successor to the Warrant Agent any property at the time held by it thereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give any notice provided for hereinin this Section 19, however, or any defect therein, shall not affect the legality or validity of the resignation or removal appointment of a successor to the Warrant Agent. The Warrant Agent may resign at any time and be discharged from the obligations hereby created by so notifying the Company in writing at least 30 days in advance of the proposed effective date of its resignation. If no successor Warrant Agent or accepts the appointment of engagement hereunder by such time, the successor Company shall act as Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign at any time ----------------------- and be discharged from its duties under this Agreement upon by giving to the Company 30 days' notice given in writing by the Warrant Agent or the Company; the writing. The Warrant Agent may be discharged removed by the Company from its duties under this Agreement upon like notice given in writing by the Company to the Warrant Agent; Agent from the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedCompany. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Holder (who shall with such notice submit his Warrant Holder) or after discharging for inspection by the Warrant AgentCompany), then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agentwarrant agent, either by the Company or by such Courtcourt, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such Courta court, shall be a bank or a trust company, company in good standing, organized incorporated under the laws of the State of Wisconsin or of the United States of America, America or any State thereof or the District of Columbia and having at the time of its principal office in the United Statesappointment as warrant agent a combined capital and surplus of at least $10,000,000. After appointment, the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect the delivery or transferfor such purpose. Failure to give file any notice provided for hereinin this Section 18, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be ----------------------- discharged from its duties under this Agreement upon thirty days prior notice given in writing mailed to the Company by registered or certified mail, and to each registered holder of Warrant Certificates. The Company may remove the Warrant Agent or the Company; any successor warrant agent upon thirty days' prior notice in writing, made to the Warrant Agent or successor warrant agent, as the case may be discharged be, by the Company from its duties under this Agreement upon notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation registered or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedcertified mail. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant AgentAgent and shall, within fifteen days following such appointment, give notice thereof in writing to each of the registered holders of the Warrant Certificates. If the Company shall fail to make such appointment within a period of thirty (30) fifteen days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by (i) the Company or by such Court, agrees to perform the duties of the Warrant Agent shall be carried out by hereunder and (ii) the Companyregistered holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of a new warrant agent. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such Courta court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal corporate trust office in Minneapolis or St. Xxxx, Minnesota, or in New York, New York, and having at the United Statestime of its appointment as successor warrant agent a combined capital and surplus of at least $25,000,000. After appointment, appointment the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, warrant agent without further act or deed, and ; but the former Warrant Agent warrant agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give given any notice provided for hereinin this Section, however, or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. Any agent appointed pursuant to Section 3 hereof may resign and be discharged from its duties under this Agreement upon thirty days' prior notice in writing mailed to the Warrant Agent at its principal corporate trust offices by registered or certified mail. The Warrant Agent may remove any such agent upon thirty days' prior notice in writing, mailed to such agent by registered or certified mail in the event a successor agent shall be appointed or another office shall be maintained by the Warrant Agent pursuant to Section 3 hereof, the Warrant Agent shall within fifteen days thereafter given notice thereof in writing to each of the registered holders of Warrant Certificates.

Change of Warrant Agent. The Warrant Agent or any successor Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice given in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or the Company; any successor Warrant Agent upon 30 calendar days' notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be discharged be, and to each transfer agent of the Common Stock by the Company from its duties under this Agreement upon notice given in writing by the Company registered or certified mail, and to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedHolders by first-class mail. If the Warrant Agent shall resign, be discharged resigns or shall is removed or otherwise become becomes incapable of acting, the Company shall will appoint a successor to the Warrant Agent. If the Company shall fail fails to make such appointment within a period of thirty (30) 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Holder (who will, with such notice, submit his Warrant Holder) or after discharging Certificate for inspection by the Warrant AgentCompany), then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the new Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall will be a bank corporation organized and doing business under the laws of the United States or of the States of Ohio or New York (or of any other state of the United States so long as such corporation is authorized to do business as a trust companybanking institution in the States of Ohio or New York), in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its a principal office in the United StatesStates of Ohio or New York, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50 million. After appointment, the successor Warrant Agent shall will be vested with the same powers, rights, duties duties, and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former predecessor Warrant Agent shall will deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act act, or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Common Stock, and mail a notice thereof in writing to effect the delivery or transferregistered holders of the Warrant Certificates. Failure to give any notice provided for hereinin this Section 6.5, however, or any defect therein, shall will not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its ----------------------- duties under this Agreement upon by giving to the Company 30 days' notice given in writing by the Warrant Agent or the Company; the writing. The Warrant Agent may be discharged removed by the Company from its duties under this Agreement upon like notice given in writing by the Company to the Warrant Agent; Agent from the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedCompany. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any holder (who shall with such notice submit his Series B Warrant Holder) or after discharging for inspection by the Warrant AgentCompany), then any holder or the resigning or removed Warrant Holder Agent may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Courtcourt, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such Courta court, shall be a bank or a trust company, company in good standing, organized incorporated under the laws of the State of Wisconsin or of the United States of America, America or any State thereof or the District of Columbia and having at the time of its principal office in the United Statesappointment as warrant agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent warrant agent any property property, documents and records at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect the delivery or transferfor such purpose. Failure to give file any notice provided for hereinin this Section 18, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign at any time and be discharged from its duties under this Agreement upon by giving to the Company 30 days' notice given in writing by the Warrant Agent or the Company; the writing. The Warrant Agent may be discharged removed by the Company from its duties under this Agreement upon like notice given in writing by the Company to the Warrant Agent; Agent from the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedCompany. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. , If the Company shall fail to make such appointment within a period of thirty (30) 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Holder (who shall with such notice submit his Warrant Holder) or after discharging for inspection by the Warrant AgentCompany), then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Courtcourt, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall be a bank or a trust company, company in good standing, organized incorporated under the laws of the State of Wisconsin or of the United States of America, America or any State thereof; or the District of Columbia and having at the time of its principal office in the United Statesappointment as warrant agent a combined capital and surplus of at least $10,000,000. After appointment, the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect the delivery or transferfor such purpose. Failure to give file any notice provided for hereinin this Section 18, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon by giving to the Bank thirty days' notice given in writing by the Warrant Agent or the Company; the writing. The Warrant Agent may be discharged removed by the Company from its duties under this Agreement upon like notice given in writing by the Company to the Warrant Agent; Agent from the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedBank. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company Bank shall appoint a successor to the Warrant Agent. If the Company Bank shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing written notice of such removal, resignation or incapacity has been sent by the resigning resigned or incapacitated Warrant Agent (Agent, or by the Bank or by any Holder (who shall with such notice submit his Warrant Holder) or after discharging for inspection by the Warrant AgentBank), then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agentwarrant agent, whether appointed by the Company Bank or by such Courta court, shall be a bank or a trust company, in good standing, organized incorporated under the laws of the State of Wisconsin or of the United States of AmericaAmerica or any state thereof and having at the time of its appointment as warrant agent a combined capital and surplus of at least $5,000,000, having its principal office in the United Statesor a stock transfer company. After appointment, the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give file any notice provided for hereinin this Section 17, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal the Bank shall notify promptly the Warrant Agent of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days' notice given in writing mailed to the Company by registered or certified mail, return receipt requested, and to the Holders of the Warrant Certificates by first-class mail at the expense of the Company. The Company may remove the Warrant Agent or the Company; any successor Warrant Agent upon 30 days' notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be discharged by the Company from its duties under this Agreement upon notice given in writing by the Company be, and to the Warrant Agent; transfer agent of the foregoing notices shallCommon Stock by registered or certified mail, in either casereturn receipt requested, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedHolders of the Warrant Certificates by first-class mail. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall promptly appoint a successor to the Warrant Agent, which the Company may designate as an interim Warrant Agent. If the Company appoints an interim Warrant Agent, the Company shall then appoint a permanent successor to the Warrant Agent, which may be the interim Warrant Agent. If the Company shall fail to make such appointment of a permanent successor within a period of thirty (30) 30 days after such removal or within 60 days after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by the Company), then the Warrant Agent or Holder of any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder Certificate may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall be a bank corporation organized and doing business under the laws of the United States or a trust companyof any State of the United States, in good standing, organized which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the laws time of the State its appointment as Warrant Agent a combined capital and surplus of Wisconsin or of the United States of America, having its principal office in the United Statesat least $100,000,000. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former predecessor Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. No later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Warrant Agent and the transfer agent of the Common Stock, and mail a notice thereof in writing to effect the delivery or transferHolders of the Warrant Certificates. Failure to give any notice provided for hereinin this Section 19, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign from its duties under this Agreement upon notice given in writing by the Warrant Agent or the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specified. If the Warrant Agent shall resign, be discharged resign (such resignation to become effective not earlier than _________ (___) days after the giving of written notice thereof to the Company and the registered holders of Warrant Certificates) or shall otherwise become incapable of actingacting as Warrant Agent or if the Board shall by resolution remove the Warrant Agent (such removal to become effective not earlier than __________ (___) days after the filing of a certified copy of such resolution with the Warrant Agent and the giving of written notice of such removal to the registered holders of Warrant Certificates), the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty ____________ (30___) days after such removal or after it has been so notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by the registered holder of a Warrant Certificate (in the case of incapacity), then the registered holder of any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder Certificate may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Courta court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall be a bank or a trust company, in good standing, organized incorporated under the laws of the State of Wisconsin any state or of the United States of America. As soon as practicable after appointment of the successor Warrant Agent, having its principal office the Company shall cause written notice of the change in the United StatesWarrant Agent to be given to each of the registered holders of the Warrant Certificates at such holder's address appearing on the Warrant Register. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and the . The former Warrant Agent shall deliver and transfer to the successor Warrant Agent all books and records of the Company and any property at the time held by it thereunder, hereunder and execute and deliver deliver, at the expense of the Company, any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give any notice provided for herein, in this Section 17 or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the a successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign at any ----------------------- time and be discharged from its duties under this Agreement upon by giving to the Company 30-days' notice given in writing by the Warrant Agent or the Company; the writing. The Warrant Agent may be discharged removed by the Company from its duties under this Agreement upon like notice given in writing by the Company to the Warrant Agent; Agent from the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedCompany. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Holder (who shall with such notice submit his, her or its Warrant Holder) or after discharging for inspection by the Warrant AgentCompany), then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agentwarrant agent, either by the Company or by such Courtcourt, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such Courta court, shall be a bank or a trust company, company in good standing, organized incorporated under the laws of the State of Wisconsin or of the United States of America, America or any State thereof or the District of Columbia and having at the time of its principal office in the United Statesappointment as warrant agent a combined capital and surplus of at least $10,000,000. After appointment, the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect the delivery or transferfor such purpose. Failure to give file any notice provided for hereinin this Section 18, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon by giving to the Company 30 days' notice given in writing by the Warrant Agent or the Company; the writing. The Warrant Agent may be discharged removed by the Company from its duties under this Agreement upon like notice given in writing by the Company to the Warrant Agent; Agent from the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedCompany. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any holder (who shall with such notice submit his Warrant Holder) or after discharging for inspection by the Warrant AgentCompany), then any holder or the resigning or removed Warrant Holder Agent may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Courtcourt, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agentwarrant agent, whether appointed by the Company or by such Courta court, shall be a bank or a trust company, company in good standing, organized incorporated under the laws of the State of Wisconsin or of the United States of America, America or any State thereof or the District of Columbia and having at the time of its principal office in the United Statesappointment as warrant agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Warrant Agent warrant agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent warrant agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect the delivery or transferfor such purpose. Failure to give file any notice provided for hereinin this Section 22, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be. In the event of such resignation or removal, the Company or the successor warrant agent shall mail by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor warrant agent.

Change of Warrant Agent. The Warrant Agent or any successor Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice given in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or the Company; any successor Warrant Agent upon 30 calendar days' notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be discharged be, and to each transfer agent of the Common Stock by the Company from its duties under this Agreement upon notice given in writing by the Company registered or certified mail, and to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedHolders by first-class mail. If the Warrant Agent shall resign, be discharged resigns or shall is removed or otherwise become becomes incapable of acting, the Company shall will appoint a successor to the Warrant Agent. If the Company shall fail fails to make such appointment within a period of thirty (30) 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Holder (who will, with such notice, submit his Warrant Holder) or after discharging Certificate for inspection by the Warrant AgentCompany), then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall will be a bank corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a trust companybanking institution in the State of New York), in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its a principal office in the United StatesState of New York, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50 million. After appointment, the successor Warrant Agent shall will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former predecessor Warrant Agent shall will deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Common Stock, and mail by first class mail a notice thereof to effect the delivery or transfereach Holder. Failure to give any notice provided for hereinin this Section 6.5, however, or any defect therein, shall will not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be. Notwithstanding anything to the contrary contained herein, no resignation or removal of the Warrant Agent or any successor Warrant Agent will become effective prior to the effectiveness of the appointment of a successor Warrant Agent therefor.

Change of Warrant Agent. (a) The Warrant Agent Agent, or any successor to it hereafter appointed, may resign from its position as such and be discharged from all further duties under this Agreement and liabilities hereunder (except liabilities arising as a result of the Warrant Agent's own gross negligence or willful misconduct), after giving 30 calendar days' prior written notice to GenTek, upon notice given (but only upon) a duly appointed successor Warrant Agent having been appointed and having accepted such appointment in writing by writing. GenTek may remove the Warrant Agent or the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon not less than 30 calendar days' prior written notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give specifying the date when such resignation or discharge shall take effect effect, and shall be sent at least thirty (30) days prior to the date so specified. If the Warrant Agent shall resign, thereupon in like manner be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent's own gross negligence or willful misconduct), upon (but only upon) a duly appointed successor Warrant Agent having been appointed and having accepted such appointment in writing. GenTek shall otherwise become incapable cause to be mailed, at the expense of actingGenTek, to each Holder a copy of said notice of resignation or notice of removal, as the Company case may be. Upon such resignation or removal GenTek shall appoint in writing a successor to the Warrant Agent. If the Company GenTek shall fail to make such appointment within a period of thirty (30) 30 calendar days after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Warrant Holder) or after discharging the Warrant Agentsuch removal, then the existing Warrant Agent or the Holder of any Tranche A Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the original Warrant Agent, either by the Company GenTek or by such Courta court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United States. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, without further act or deed, and the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect the delivery or transfer. Failure to give any notice provided for herein, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may beGenTek.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon by giving notice given in writing to the Company and by giving notice by mail to holders of the Warrants at their addresses as such addresses appear on the Warrant Agent or register of such resignation, specifying a date when such resignation shall take effect, which date shall not be less than 30 days after the Company; the mailing of said notice. The Warrant Agent may be discharged by removed at the discretion of the Company from its duties under this Agreement upon by like notice given in writing by the Company to the Warrant Agent; Agent from the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect Company and shall be sent at least thirty (30) days prior by like mailing of notice to the date so specifiedholders of the Warrants. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after such removal, or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by the registered holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the registered holder of any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United States. After appointment, the any successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, conveyance act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall give notice thereof to effect the delivery or transferpredecessor Warrant Agent and each transfer agent for the Common Stock, and shall forthwith give notice to the holders of the Warrants in the manner prescribed in this section. Failure to give file or mail any notice provided for hereinin this Section 14, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the any successor Warrant Agent, as the case may be.

Change of Warrant Agent. (a) The Warrant Agent Agent, or any successor to it hereafter appointed, may resign from its position as such and be discharged from all further duties under this Agreement and liabilities hereunder (except liabilities arising as a result of the Warrant Agent's own gross negligence or willful misconduct), after giving one month's prior written notice to Sterling, upon notice given (but only upon) a duly appointed successor Warrant Agent having been appointed and having accepted such appointment in writing by writing. Sterling may remove the Warrant Agent or the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon not less than 30 days' prior written notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give specifying the date when such resignation or discharge shall take effect effect, and shall be sent at least thirty (30) days prior to the date so specified. If the Warrant Agent shall resign, thereupon in like manner be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Warrant Agent's own gross negligence or willful misconduct), upon (but only upon) a duly appointed successor Warrant Agent having been appointed and having accepted such appointment in writing. Sterling shall otherwise become incapable cause to be mailed, at the expense of actingSterling, to each Holder a copy of said notice of resignation or notice of removal, as the Company case may be. Upon such resignation or removal Sterling shall appoint in writing a successor to the Warrant Agent. If the Company Sterling shall fail to make such appointment within a period of thirty (30) 30 calendar days after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by after such removal, then the existing Warrant Agent or the Holder of any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the original Warrant Agent, either by the Company Sterling or by such Courta court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United States. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, without further act or deed, and the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect the delivery or transfer. Failure to give any notice provided for herein, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may beSterling.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its all further duties and liabilities under this Agreement (except liabilities arising as a result of the Warrant Agent's own negligence, bad faith or willful misconduct) upon 30 days prior notice given in writing mailed, by registered or certified mail, to the Company. The Company may remove the Warrant Agent or the Company; any successor warrant agent upon 30 days prior notice in writing, mailed to the Warrant Agent or successor warrant agent, as the case may be discharged be, by the Company from its duties under this Agreement upon notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation registered or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedcertified mail. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant AgentAgent and shall, within 15 days following such appointment, give notice thereof in writing to each registered holder of the Warrant Certificates. If the Company shall fail to make such appointment within a period of thirty (30) 15 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Warrant Holder) or after discharging the Warrant Agent, then the holder of any Warrant Holder Certificate may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the new Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor new Warrant Agent, whether appointed by the Company or by such Courta court, shall be a bank or trust company having capital and surplus of not less than $10,000,000 or a trust company, in good standing, organized stock transfer company that is a registered transfer agent under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United StatesExchange Act. After appointmentappointment and execution of a copy of this Agreement in effect at that time, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent Agent, within a reasonable time, any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give any notice provided for hereinin this Section, however, or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agentwarrant agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon by giving notice given in writing to the Company and by giving notice by mail to holders of the Warrants at their addresses as such addresses appear on the Warrant Agent or register of such resignation, specifying a date when such resignation shall take effect, which date shall not be less than 30 days after the Company; the mailing of said notice. The Warrant Agent may be discharged by removed at the discretion of the Company from its duties under this Agreement upon by like notice given in writing by the Company to the Warrant Agent; Agent from the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect Company and shall be sent at least thirty (30) days prior by like mailing of notice to the date so specifiedholders of the Warrants. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) 30 days after such removal, or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by the registered holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the registered holder of any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United States. After appointment, the any successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, conveyance act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall give notice thereof to effect the delivery or transferpredecessor Warrant Agent and each transfer agent for the Class A Common Stock, and shall forthwith give notice to the holders of the Warrants in the manner prescribed in this section. Failure to give file or mail any notice provided for hereinin this Section 14, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the any successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent or any successor Warrant ----------------------- Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days' notice given in writing mailed to the Company and to each transfer agent of the Common Stock by registered or certified mail, and to the Holders by first-class mail. The Company may remove the Warrant Agent or the Company; any successor Warrant Agent upon 30 calendar days' notice in writing, mailed to the Warrant Agent or successor Warrant Agent, as the case may be discharged be, and to each transfer agent of the Common Stock by the Company from its duties under this Agreement upon notice given in writing by the Company registered or certified mail, and to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedHolders by first-class mail. If the Warrant Agent shall resign, be discharged resigns or shall is removed or otherwise become becomes incapable of acting, the Company shall will appoint a successor to the Warrant Agent. If the Company shall fail fails to make such appointment within a period of thirty (30) 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Holder (who will, with such notice, submit his Warrant Holder) or after discharging Certificate for inspection by the Warrant AgentCompany), then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the such Warrant Agent, either by the Company or by such Courta court, the duties of the Warrant Agent shall will be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall will be a bank corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a trust companybanking institution in the State of New York), in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its a principal office in the United StatesState of New York, which is authorized under such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50 million. After appointment, the successor Warrant Agent shall will be vested with the same powers, rights, duties duties, and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former predecessor Warrant Agent shall will deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and execute and deliver any further assurance, conveyance, act act, or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company will file notice thereof in writing with the predecessor Warrant Agent and each transfer agent of the Common Stock, and mail by first class mail a notice thereof to effect the delivery or transfereach Holder. Failure to give any notice provided for hereinin this Section 6.5, however, or any defect therein, shall will not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon by giving to the Company sixty (60) days’ notice given in writing by writing. The Company may remove the Warrant Agent or the Company; by giving like notice to the Warrant Agent may be discharged by and the Company from its duties under this Agreement upon Holders, such notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give specify the date when such resignation or discharge removal shall take effect and shall be sent at least thirty (30) days prior to the date so specifiedbecome effective. If the Warrant Agent shall resign, resign or be discharged removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified such removal or notification in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Warrant Holder) or after discharging the Warrant Agent, then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company or by such Court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall be a bank or a trust company, in good standing, organized incorporated under the laws of the State of Wisconsin or of the United States of America, America or any state thereof and having at the time of its principal office in the United Statesappointment as Warrant Agent a combined capital and surplus of at least $100,000,000. After appointmentappointment and acceptance of such appointment in writing, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and ; but the former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunderhereunder, and shall execute and deliver any further assurance, conveyance, act or deed necessary to effect for the delivery or transferpurpose. Failure to give file any notice provided for hereinin this Section 13, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the successor Warrant Agent, as the case may be. In the event of such resignation or removal, the successor Warrant Agent shall mail, by first class mail, postage prepaid, to each Holder, written notice of such removal or resignation and the name and address of such successor Warrant Agent.

Change of Warrant Agent. The Warrant Agent may resign from its duties under this Agreement upon notice given in writing by If the Warrant Agent shall resign (such resignation to become effective not earlier than sixty (60) days after giving written notice thereof to the Company and the registered Holders) or shall become incapable of acting as Warrant Agent or if the Company; Board shall by resolution remove the Warrant Agent may be discharged by the Company from its duties under this Agreement upon notice given in writing by the Company (such removal to the Warrant Agent; the foregoing notices shall, in either case, give the date when such resignation or discharge shall take effect and shall be sent at least become effective not earlier than thirty (30) days prior to the date so specified. If after filing a certified copy of such resolution with the Warrant Agent shall resignand giving written notice of such removal to the registered Holders), be discharged or shall otherwise become incapable of acting, then the Company shall appoint a successor to the Warrant Agent. If the Company shall fail fails to make such appointment within a period of thirty (30) days after such removal or after it has been so notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Warrant Holder) or after discharging the Warrant Agent, then any Warrant registered Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment Beginning sixty (60) days after the Warrant Agent gives written notice of resignation to the Company and the registered Holders or thirty (30) days after the Company files a certified copy of a successor resolution of the Board removing the Warrant Agent with the Warrant Agent and gives written notice of such removal to the registered Holders, or upon receipt by the Company of written notice of the Warrant Agent’s becoming incapable of acting as Warrant Agent, either by the Company or by such Courtas applicable, the duties of the Warrant Agent shall be carried out by the CompanyCompany pending the appointment of a successor to the Warrant Agent by the Company or a court of competent jurisdiction. Any successor Warrant Agent, whether appointed by the Company or by such Courta court, shall be a bank or a trust company, in good standing, organized incorporated under the laws of the State of Wisconsin any state or of the United States of America. As soon as practicable after appointment of the successor Warrant Agent, having its principal office the Company shall cause written notice of the change in the United StatesWarrant Agent to be given to each of the registered Holders at such Xxxxxx’s address appearing on the Warrant Register. After appointment, the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Warrant Agent, Agent without further act or deed, and the . The former Warrant Agent shall deliver and transfer to the successor Warrant Agent the Warrant Register and any other property at the time held by it thereunder, hereunder and execute and deliver deliver, at the expense of the Company, any further assurance, conveyance, act or deed necessary to effect the delivery or transferfor that purpose. Failure to give any notice provided for herein, in this Section 18 or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the a successor Warrant Agent, as the case may be.

Change of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon by providing both (i) written notice given to Dura and (ii) written notice, sent by first-class mail, postage prepaid, to each Holder at such Holder's address appearing in writing by the Warrant Agent or the Company; the Warrant Agent may be discharged by the Company from its duties under this Agreement upon Register, which notice given in writing by the Company to the Warrant Agent; the foregoing notices shall, in either case, give the shall specify a date when such resignation or discharge shall take effect and shall be sent at least thirty (30) days two weeks prior to the date so specified. If the Warrant Agent shall resign, be discharged resign or shall otherwise become incapable of acting, the Company Dura shall appoint a successor to the Warrant Agentthereto. If the Company Dura shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing receiving written notification of such resignation or incapacity by the resigning or incapacitated Warrant Agent (or by any Holder (which Holder shall, with such notice, submit Warrant Holder) or after discharging the Warrant AgentCertificates held thereby for inspection by Dura), then any Warrant Holder may apply to the Circuit Court for Ozaukee County, Wisconsin, any court of competent jurisdiction for the appointment of a successor to the Warrant Agent. Pending appointment of a successor to the Warrant Agent, either by the Company Dura or by such Courta court, the duties of the Warrant Agent shall be carried out by the Company. Any successor Warrant Agent, whether appointed by the Company or by such Court, shall be a bank or a trust company, in good standing, organized under the laws of the State of Wisconsin or of the United States of America, having its principal office in the United StatesDura. After such appointment, the successor Warrant Agent shall be vested with the same such powers, rights, duties and responsibilities as if it such Warrant Agent would have been vested had such Warrant Agent been named originally named as Warrant AgentAgent hereunder, without further act or deed, and the . The former Warrant Agent shall deliver and transfer to the successor Warrant Agent any property at the time held by it thereunder, such former Warrant Agent hereunder and shall execute and deliver any further assurance, conveyance, act or deed necessary to effect the delivery or transfertherefor. Failure to give provide any notice provided called for hereinin this Section 19, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the a successor Warrant Agent, as the case may be.