Common use of Resignation and Removal; Appointment of Successor Clause in Contracts

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall take effect, which notice shall be sent at least 60 days prior to the date so specified but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent (with a copy to the Representative) specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified but in no event shall will such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Parent has The Representative shall have the right to remove the Rights Agent at any time by specifying a date when such removal shall will take effect but no such removal shall will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall will be given by Parent the Representative to Rights Agent (with a copy to the Rights AgentParent), which notice shall will be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent shalland the Representative, acting in concert, will, as soon as is reasonably practicablepossible, appoint a qualified successor Rights Agent who who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent and the Stockholders’ Representative specifying a date when such resignation shall take effect, which notice shall be sent at least 60 days thirty (30) days’ prior to the date so specified but specified. In the event any transfer agency relationship in no event shall such resignation become effective until a successor effect between the Parent and the Rights Agent has been appointed terminates, the Rights Agent will be deemed to have resigned automatically and accepted be discharged from its duties under this Agreement as of the effective date of such appointment in accordance with Section 3.4termination. Parent has the right to remove may terminate the Rights Agent at any time by giving written notice thereof to the Rights Agent and the Stockholders’ Representative specifying a date when such removal termination shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent to the Rights Agenteffect, which notice shall be sent at least 60 thirty (30) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to shall resign, is be removed or becomes become incapable of acting, Parent shall, as soon as is reasonably practicable, and the Stockholders’ Representative shall promptly appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with this Section 3.44.3(b), become the successor Rights Agent. (c) Parent shall give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail through electronic mail, to the Holders as their names and addresses appear in Stockholders’ Representative. The Stockholders’ Representative shall forward such notice to the CVR Register. Each notice shall include the name and address of the successor Rights AgentHolders. If Parent fails to send such notice within 10 Business Days ten (10) days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the such notice to be mailed and electronically transmitted at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as If a successor Rights Agent any Person that is has not a stock transfer agent been appointed and has not accepted such appointment by the end of national reputation the thirty (30) day period, the Stockholders’ Representative or the corporate trust department Rights Agent may (but shall not be obligated to) apply to a court of an international commercial bankcompetent jurisdiction for the appointment of a successor Rights Agent, and the reasonable documented out-of-pocket costs, expenses (including reasonable attorneys’ fees which are incurred in connection with such a proceeding) shall be paid in accordance with Section 4.2(g) hereof. Any such successor to the Rights Agent shall agree to be bound by the terms of this Agreement and shall, upon receipt of the all relevant books and records relating thereto, become the Rights Agent hereunder. Upon delivery of all of the relevant books and records, pursuant to the terms of this Section 4.3(d) to a successor Rights Agent, the Rights Agent shall thereafter be discharged from any further obligations hereunder. Without limiting any of the rights or immunities of the Rights Agent under this Agreement, the Rights Agent is hereby authorized, in any and all events, to comply with and obey any and all final judgments, orders and decrees of any court of competent jurisdiction which may be filed, entered or issued, and all final arbitration awards and, if it shall so comply or obey, it shall not be liable to any other person by reason of such compliance or obedience.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent (with a copy to the Representative) specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified but in no event shall will such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Parent has The Representative shall have the right to remove the Rights Agent at any time by specifying a date when such removal shall will take effect but no such removal shall will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall will be given by Parent the Representative to the Rights AgentAgent (with a copy to Parent), which notice shall will be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent shalland the Representative, acting in concert, will, as soon as is reasonably practicablepossible, appoint a qualified successor Rights Agent who who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when the Company. Any such resignation shall take effect, which notice shall specify the date on which such resignation will take effect (which shall be sent at least 60 thirty (30) days prior to following the date that such resignation notice is delivered), and such resignation will be effective on the earlier of (x) the date so specified but in no event shall such resignation become effective until and (y) the appointment of a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has Agent. (b) The Company will have the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent written notice to the Rights Agent, specifying the date on which such removal will take effect. Such notice shall will be sent given at least 60 thirty (30) days prior to the date so specifiedspecified (or, if earlier, the appointment of the successor Rights Agent). (bc) If the Rights Agent provides notice of its intent to resignresigns, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, the Company will promptly appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bankAgent. Notwithstanding the foregoing, if Parent shall fail the Company fails to make such appointment within a period of sixty thirty (6030) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with this Section 3.3(c) and Section 3.4, become the successor Rights AgentAgent for all purposes hereunder. (cd) Parent shall The Company will give notice to the Holders of each resignation and each or removal of a the Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR RegisterSection 7.2. Each notice shall will include the name and address of the successor Rights Agent. If Parent the Company fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may beCompany. (de) Notwithstanding anything else to the contrary in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall the Company will not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international a commercial bank. (f) The Rights Agent will reasonably cooperate with the Company and any successor Rights Agent in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer of all relevant data, including the CVR Register, to the successor Rights Agent, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent Holdco specifying a date when such resignation shall take effect, which notice shall be sent at least 60 thirty (30) days prior to the date so specified specified, but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Parent Holdco has the right to remove the Rights Agent at any time by a Board Resolution specifying a date when such removal shall take effect effect, but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall be given by Parent Holdco to the Rights Agent, which notice shall be sent at least 60 thirty (30) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed or becomes incapable of acting, Parent Holdco, by a Board Resolution, shall, as soon as is reasonably practicablepossible, appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent Holdco shall give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If Parent Holdco fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted mailed at the expense of Parent. Failure to give Parent Holdco. (d) The Rights Agent will cooperate with Parent Holdco and any notice provided for successor Rights Agent in this Section 3.3, however, shall not affect connection with the legality or validity transition of the resignation or removal duties and responsibilities of the Rights Agent or the appointment of to the successor Rights Agent, as including transferring the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented CVR Register to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bankAgent.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified but in no event shall will such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall will take effect but no such removal shall will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall will be given by Parent to the Rights Agent, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent shall, will as soon as is reasonably practicablepossible, appoint a qualified successor Rights Agent who who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure ; provided that failure to give any notice provided for in this Section 3.3, however3.3(c), shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be, in each case, in accordance with this Section 3.3. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a The Rights Agent will cooperate with ▇▇▇▇▇▇ and any successor Rights Agent any Person that is not a stock transfer agent as reasonably requested in connection with the transition of national reputation or the corporate trust department duties and responsibilities of an international commercial bankthe Rights Agent to the successor Rights Agent, including transferring the CVR Register to the successor Rights Agent.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall take effect, which notice shall be sent at least 60 days prior to the date so specified specified, but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. 3.04. (b) Parent has shall have the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect effect, but no such removal shall have become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.43.04. Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 days prior to the date so specified. (bc) If the Rights Agent provides notice of its intent to shall resign, is be removed or becomes become incapable of acting, Parent shall, as soon as is reasonably practicable, shall promptly appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with this Section 3.43.03(c) and Section 3.04, become the successor Rights AgentAgent for all purposes hereunder. (cd) Parent shall give notice of each resignation and each or removal of a the Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR RegisterHolders. Each notice shall include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted at the expense of Parent. Failure to give any notice provided for in this Section 3.33.03, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (de) Notwithstanding anything else to the contrary in this Section 3.33.03, unless consented to in writing by the Acting HoldersHolder Representative, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international a commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Warrant Agent may resign at any time by giving on thirty (30) days prior written notice thereof to Parent specifying a date when the Company. The Company may remove the Warrant Agent on thirty (30) days prior written notice. On such resignation shall take effector termination the Warrant Agent will be discharged from all further duties and liabilities under this Agreement (except liability arising as a result of the Warrant Agent's own gross negligence, which bad faith or willful misconduct). The Warrant Agent will, at the expense of the Company, cause notice shall to be sent at least 60 days prior given to the date so specified but in no event shall each Holder of such notice of resignation or removal. On such resignation become effective until or removal, the Company will appoint in writing a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4new Warrant Agent. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail Company fails to make such appointment within a period of sixty thirty (6030) calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning Warrant Agent or incapacitated Rights Agentafter such removal, then the incumbent Rights Agent any Holder may apply to any court of competent jurisdiction in the United States for the appointment of a new Rights Warrant Agent. The successor Rights Any new Warrant Agent so appointed shallunder this paragraph will be a corporation doing business under the laws of the United States or any state thereof in good standing, forthwith upon its authorized under such laws to act as a Warrant Agent, and in the business of acting as transfer agent for publicly held securities. After acceptance in writing of such appointment in accordance writing, the new Warrant Agent will be vested with Section 3.4the same powers, become rights, duties and responsibilities as if it had been originally named as the successor Rights Agent. (c) Parent shall give notice of each resignation Warrant Agent under this Agreement, without any further assurance, conveyance, act or deed. However, if for any reason it will be necessary or expedient to execute and each removal of a Rights Agent and each appointment of a successor Rights Agent through deliver any further assurance, conveyance, act or deed, the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to same will be done at the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address reasonable expense of the successor Rights Company and will be legally and validly executed and delivered by the resigning or removed Warrant Agent. If Parent fails to send No later than the effective date of any such notice within 10 Business Days after acceptance of appointment by a successor Rights Agentappointment, the successor Rights Agent shall cause Company will file notice thereof with the notice to be transmitted at the expense of Parentresigning or removed Warrant Agent. Failure to give any the notice provided for in this Section 3.3paragraph 11.5 (or any defect therein), however, shall will not affect the legality or validity of the resignation or removal of the Rights Warrant Agent or the appointment of a new Warrant Agent. Any corporation into which the successor Rights AgentWarrant Agent or any new Warrant Agent may be merged, as or any corporation resulting from any consolidation to which the case may be. (d) Notwithstanding anything else in this Section 3.3Warrant Agent or any new Warrant Agent is a party, unless consented to in writing by the Acting Holders, Parent shall not appoint as will be a successor Rights Warrant Agent under this Agreement without any Person further act, provided that is not a stock transfer agent such corporation would be eligible for appointment as successor to the Warrant Agent under the provisions of national reputation or this paragraph 11.5. Any such successor Warrant Agent will promptly cause notice of its succession as Warrant Agent to be given to each Holder at such Holder's last address as shown on the corporate trust department of an international commercial bankWarrant Register.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent and the Holders specifying a date when such resignation shall take effect, which notice shall be sent at least 60 days prior to the date so specified but in no event shall such resignation become effective until a (or, if earlier, the appointment of the successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Agent). (b) Parent has shall have the right to remove the Rights Agent at any time by a Board Resolution specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4effect. Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 days prior to the date so specifiedspecified (or, if earlier, the appointment of the successor Rights Agent). (bc) If the Rights Agent provides notice of its intent to shall resign, is be removed or becomes become incapable of acting, Parent shall, as soon as is reasonably practicable, shall promptly appoint a qualified successor Rights Agent who shall be by a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights AgentBoard Resolution. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with this Section 3.3(c) and Section 3.4, become the successor Rights AgentAgent for all purposes hereunder. (cd) Any Person into which the Rights Agent may be merged or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Rights Agent shall be a party, or any Person succeeding to the corporate trust or stockholder services business of the Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto. (e) Parent shall give notice of each resignation and each or removal of a the Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail mail, postage prepaid, to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (df) Notwithstanding anything else to the contrary in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international a commercial bank, in either case of national reputation.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when the Company. Any such resignation shall take effect, which notice shall specify the date on which such resignation will take effect (which shall be sent at least 60 30 days prior to following the date that such resignation notice is delivered), and such resignation will be effective on the earlier of (x) the date so specified but in no event shall such resignation become effective until and (y) the appointment of a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has Agent. (b) The Company will have the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent written notice to the Rights Agent, specifying the date on which such removal will take effect. Such notice shall will be sent given at least 60 30 days prior to the date so specifiedspecified (or, if earlier, the appointment of the successor Rights Agent). (bc) If the Rights Agent provides notice of its intent to resignresigns, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, the Company will promptly appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bankAgent. Notwithstanding the foregoing, if Parent shall fail the Company fails to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with this Section 3.3(c) and Section 3.4, become the successor Rights AgentAgent for all purposes hereunder. (cd) Parent shall The Company will give notice to the Holders of each resignation and each or removal of a the Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR RegisterSection 7.2. Each notice shall will include the name and address of the successor Rights Agent. If Parent the Company fails to send such notice within 10 Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may beCompany. (de) Notwithstanding anything else to the contrary in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall the Company will not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international a commercial bank. (f) The Rights Agent will reasonably cooperate with the Company and any successor Rights Agent in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer of all relevant data, including the CVR Register, to the successor Rights Agent, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent (with a copy to the Representative) specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified but in no event shall will such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Parent has The Representative shall have the right to remove the Rights Agent at any time by specifying a date when such removal shall will take effect but no such removal shall will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall will be given by Parent the Representative to the Rights AgentAgent (with a copy to Parent), which notice shall will be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent shalland the Representative, acting in concert, will, as soon as is reasonably practicablepossible, appoint a qualified successor Rights Agent who who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall will take effect, which notice shall be sent at least 60 sixty (60) days prior to the date so specified but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent shall, shall as soon as is reasonably practicable, possible appoint a qualified successor Rights Agent who has been approved in writing by the Acting Holders, which successor shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall give or cause to be given notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If Parent fails to send or cause to be sent such notice within 10 Business Days ten (10) days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall cause the notice to be transmitted mailed at the expense of Parent. Failure to give ▇▇▇▇▇▇. (d) The Rights Agent shall cooperate with Parent and any notice provided for successor Rights Agent as reasonably requested in this Section 3.3, however, shall not affect connection with the legality or validity transition of the resignation or removal duties and responsibilities of the Rights Agent or the appointment of to the successor Rights Agent, as including transferring the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented CVR Register to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bankAgent.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when Insight. Any such resignation shall take effect, which notice shall specify the date on which such resignation will take effect (which shall be sent at least 60 thirty (30) days prior to following the date that such resignation notice is delivered), and such resignation will be effective on the earlier of (x) the date so specified but in no event shall such resignation become effective until and (y) the appointment of a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has Agent. (b) Insight will have the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent written notice to the Rights Agent, specifying the date on which such removal will take effect. Such notice shall will be sent given at least 60 thirty (30) days prior to the date so specifiedspecified (or, if earlier, the appointment of the successor Rights Agent). (bc) If the Rights Agent provides notice of its intent to resignresigns, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, Insight will promptly appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bankAgent. Notwithstanding the foregoing, if Parent shall fail Insight fails to make such appointment within a period of sixty thirty (6030) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with this Section 3.3(c) and Section 3.4, become the successor Rights AgentAgent for all purposes hereunder. (cd) Parent shall Insight will give notice to the Holders of each resignation and each or removal of a the Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR RegisterSection 7.2. Each notice shall will include the name and address of the successor Rights Agent. If Parent Insight fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may beInsight. (de) Notwithstanding anything else to the contrary in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall Insight will not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international a commercial bank. (f) The Rights Agent will reasonably cooperate with Insight and any successor Rights Agent in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer of all relevant data, including the CVR Register, to the successor Rights Agent, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent Public Company and the Holder Representative specifying a date when such resignation shall take effect, which notice shall be sent at least 60 thirty (30) calendar days prior to the date so specified but in no event shall specified, and such resignation become effective until on the earlier of (i) the date so specified and (ii) the appointment of a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4Agent. Parent Public Company has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4effect. Notice of such removal shall be given by Parent Public Company to the Holder Representative and the Rights Agent, which notice shall be sent at least 60 thirty (30) calendar days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.4(a) or becomes incapable of acting, Parent Public Company shall, as soon as is reasonably practicablepossible, appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.5, become the successor Rights Agent. Notwithstanding the foregoing, if Parent shall fail Public Company fails to make such appointment within a period of sixty thirty (6030) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent Public Company shall give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail or the facilities of DTC, as applicable, to the Holder Representative and to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If Parent Public Company fails to send such notice within 10 Business Days thirty (30) calendar days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted mailed at the expense of ParentPublic Company. Failure to give any notice provided for in this Section 3.33.4, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a The Rights Agent will reasonably cooperate with Public Company and any successor Rights Agent in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer of all relevant data, including the CVR Register, to the successor Rights Agent, but such predecessor Rights Agent shall not be required to make any Person that is not a stock transfer agent of national reputation additional expenditure or assume any additional liability in connection with the corporate trust department of an international commercial bankforegoing.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall take effect, which notice shall be sent at least 60 sixty (60) days prior to the date so specified but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified but in no event shall will such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall will take effect but no such removal shall will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall will be given by Parent to the Rights Agent, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, subject to the provisions of the Withholding Tax Ruling and the need to obtain the consent of the ITA, Parent shall, will as soon as is reasonably practicable, possible appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bankAgent. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 60 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days ten (10) days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall take effect, which notice shall be sent at least 60 days prior to the date so specified but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.43.3(e). Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.43.3(e). Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.43.3(e), become the successor Rights Agent. (c) Parent shall give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when Homology. Any such resignation shall take effect, which notice shall specify the date on which such resignation will take effect (which shall be sent at least 60 thirty (30) days prior to following the date that such resignation notice is delivered), and such resignation will be effective on the earlier of (i) the date so specified but in no event shall such resignation become effective until and (ii) the appointment of a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has Agent. (b) Homology will have the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent written notice to the Rights Agent, specifying the date on which such removal will take effect. Such notice shall will be sent given at least 60 thirty (30) days prior to the date so specifiedspecified (or, if earlier, the appointment of the successor Rights Agent). (bc) If the Rights Agent provides notice of its intent to resignresigns, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, Homology will promptly appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bankAgent. Notwithstanding the foregoing, if Parent shall fail Homology fails to make such appointment within a period of sixty thirty (6030) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with this Section 3.3(c) and Section 3.4, become the successor Rights AgentAgent for all purposes hereunder. (cd) Parent shall Homology will give notice to the Holders of each resignation and each or removal of a the Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR RegisterSection 7.2. Each notice shall will include the name and address of the successor Rights Agent. If Parent Homology fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may beHomology. (de) Notwithstanding anything else to the contrary in this Section 3.3, unless consented to in writing by the Acting Majority of Holders, Parent shall Homology will not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international a commercial bank. (f) The Rights Agent will reasonably cooperate with Homology and any successor Rights Agent in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer of all relevant data, including the CVR Register, to the successor Rights Agent, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent and the Holders specifying a date when such resignation shall take effect, which notice shall be sent at least 60 days prior to the date so specified but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. appointment. (b) Parent has shall have the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4effect. Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 days prior to the date so specified. (bc) If the Rights Agent provides notice of its intent to shall resign, is be removed or becomes become incapable of acting, Parent shall, as soon as is reasonably practicable, shall promptly appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with this Section 3.42.3(c) and Section 2.4, become the successor Rights AgentAgent for all purposes hereunder. (cd) Parent shall give notice of each resignation and each or removal of a the Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail mail, postage prepaid, to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.32.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall take effect, which notice shall be sent at least 60 sixty (60) days prior to the date so specified but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall take effect, which notice shall be sent at least 60 sixty (60) days prior to the date so specified but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR CER Register. Each notice shall include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall will take effect, which notice shall be sent at least 60 days prior to the date so specified but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent shall, shall as soon as is reasonably practicable, possible appoint a qualified successor Rights Agent who has been approved in writing by the Acting Holders, which successor shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall give or cause to be given notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If Parent fails to send or cause to be sent such notice within 10 Business Days ten days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall cause the notice to be transmitted mailed at the expense of Parent. Failure to give . (d) The Rights Agent shall cooperate with Parent and any notice provided for successor Rights Agent as reasonably requested in this Section 3.3, however, shall not affect connection with the legality or validity transition of the resignation or removal duties and responsibilities of the Rights Agent or the appointment of to the successor Rights Agent, as including transferring the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented CVR Register to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bankAgent.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when and the Holders’ Representative. Any such resignation shall take effect, which notice shall specify the date on which such resignation will take effect (which shall be sent at least 60 forty-five (45) days prior to following the date that such resignation notice is delivered), and such resignation will be effective on the earlier of (x) the date so specified but in no event shall such resignation become effective until and (y) the appointment of a successor Rights Agent has been appointed and accepted Agent. (b) Parent with the written consent of the Holders’ Representative (such appointment in accordance with Section 3.4. Parent has consent not to be unreasonably withheld, conditioned or delayed), will have the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent written notice to the Rights Agent, specifying the date on which such removal will take effect. Such notice shall will be sent given at least 60 forty-five (45) days prior to the date so specifiedspecified (or, if earlier, the appointment of the successor Rights Agent). (bc) If the Rights Agent provides notice of its intent to resignresigns, is removed or becomes incapable of acting, Parent shallwill promptly appoint, as soon as is reasonably practicablewith the written consent of the Holders’ Representative (such consent not to be unreasonably withheld, appoint conditioned or delayed), a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bankAgent. Notwithstanding the foregoing, if Parent shall fail fails to make such appointment within a period of sixty forty-five (6045) 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 Rights Agent, then the incumbent Rights Agent or the Holders’ Representative may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with this Section 3.3(c) and Section 3.4, become the successor Rights AgentAgent for all purposes hereunder. (cd) Parent shall will give notice to the Holders and the Holders’ Representative of each resignation and each or removal of a the Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR RegisterSection 8.2. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (de) Notwithstanding anything else to the contrary in this Section 3.3, unless consented to in writing by the Acting Holders’ Representative, Parent shall will not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international a commercial bank. (f) The Rights Agent will reasonably cooperate with Parent and any successor Rights Agent in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer of all relevant data, including the CVR Register, to the successor Rights Agent.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent Pubco specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified specified, but in no event shall will such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Parent Pubco, by a determination of the Board of Directors, has the right to remove the Rights Agent at any time by specifying a date when such removal shall will take effect effect, but no such removal shall will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4by Pubco (by determination of the Board of Directors). Notice of such removal shall will be given by Parent Pubco to the Rights Agent, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent shall, Pubco (by determination of the Board of Directors) will as soon as is reasonably practicable, possible appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bankAgent. Notwithstanding the foregoing, if Parent Pubco shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall Pubco will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders CVR Holders, which may be effected by any public filing or press release made or issued, as their names and addresses appear in applicable, by Pubco, or by any other means reasonably anticipated to provide sufficient notice thereof to the CVR RegisterHolders. Each notice shall will include the name and address of the successor Rights Agent. If Parent Pubco fails to send give such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall will cause the notice to be transmitted given at the reasonable expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may bePubco. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a1) The Rights Agent may resign at any time by giving written notice thereof to Parent Purchaser specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 thirty (30) days prior to the date so specified but in no event shall and such resignation will be effective on the date so specified. Purchaser has the right to remove Rights Agent at any time by written notice to the Rights Agent specifying a date when such removal will take effect but no such removal will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall will be given by Parent Purchaser to the Rights Agent, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified. (b2) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(1) or becomes incapable of acting, Parent shallPurchaser, by written notice to the Rights Agent, will as soon as is reasonably practicable, possible appoint a qualified successor Rights Agent who who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail the Purchaser fails to make such appointment within a period of sixty thirty (6030) 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 Rights Agent, then the incumbent Rights Agent or any Holder may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights AgentAgent for all purposes hereunder. (c3) Parent shall Purchaser will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall will include the name and address of the successor Rights Agent. If Parent Purchaser fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give Purchaser. (4) The Rights Agent will reasonably cooperate with ▇▇▇▇▇▇▇▇▇ and any notice provided for successor Rights Agent as reasonably requested in this Section 3.3, however, shall not affect connection with the legality or validity transition of the resignation or removal duties and responsibilities of the Rights Agent or the appointment of to the successor Rights Agent, as including transferring the case may be. (d) Notwithstanding anything else in this Section 3.3CVR Register to the successor Rights Agent; provided, unless consented that such predecessor Rights Agent shall not be required to in writing make any additional expenditure without compensation or reimbursement by the Acting Holders, Parent shall not appoint as a successor Rights Agent Purchaser or assume any Person that is not a stock transfer agent of national reputation or additional liability in connection with the corporate trust department of an international commercial bankforegoing.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent (with a copy to the CVR Committee) specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 days prior to the date so specified but in no event shall will such resignation become effective until a successor Rights Agent has been appointed. The CVR Committee shall have the right to remove the Rights Agent at any time by specifying a date when such removal will take effect but no such removal will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.43.5. Notice of such removal shall will be given by Parent the CVR Committee to the Rights AgentAgent (with a copy to Parent), which notice shall will be sent at least 60 days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent shalland the CVR Committee, acting in concert, will, as soon as is reasonably practicablepossible, appoint a qualified successor Rights Agent who who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. The successor Rights Agent so appointed will, forthwith upon its acceptance of such appointment in accordance with Section 3.5, become the successor Rights Agent. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 60 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 Rights Agent, then the incumbent Rights Agent Acting Holders may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.43.5, become the successor Rights Agent. (c) Parent shall will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.5, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified but in no event shall will such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Parent has the right to remove the Rights Agent at any time by a Board Resolution specifying a date when such removal shall will take effect but no such removal shall will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall will be given by Parent to the Rights Agent, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent shallParent, by a Board Resolution, will as soon as is reasonably practicable, possible appoint a qualified successor Rights Agent who who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days ten (10) days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent and the Holders specifying a date when such resignation shall take effect, which notice shall be sent at least 60 days prior to the date so specified but in no event shall such resignation become effective until a (or, if earlier, the appointment of the successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Agent). (b) Parent has shall have the right to remove the Rights Agent at any time by a Board Resolution specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4effect. Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 days prior to the date so specifiedspecified (or, if earlier, the appointment of the successor Rights Agent). (bc) If the Rights Agent provides notice of its intent to shall resign, is be removed or becomes become incapable of acting, Parent shall, as soon as is reasonably practicable, shall promptly appoint a qualified successor Rights Agent who shall be by a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights AgentBoard Resolution. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with this Section 3.43.03(c) and Section 3.04, become the successor Rights AgentAgent for all purposes hereunder. (cd) Parent shall give notice of each resignation and each or removal of a the Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail mail, postage prepaid, to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted mailed at the expense of Parent. Failure . (e) Notwithstanding anything to give any notice provided for the contrary in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.33.03, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international a commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified but in no event shall and such resignation will be effective on the earlier of (i) the date so specified and (ii) the appointment of a successor Rights Agent. Parent has the right to remove Rights Agent at any time by a Parent Board Resolution specifying a date when such removal will take effect, but no such removal will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall will be given by Parent to the Rights Agent, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3 or becomes incapable of acting, Parent, by a Parent shallBoard Resolution, will as soon as is reasonably practicable, possible appoint a qualified successor Rights Agent who who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail fails to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days ten (10) days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be▇▇▇▇▇▇. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall take effect, which notice shall be sent at least 60 days prior to the date so specified but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bankAgent. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 60 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when Frequency. Any such resignation shall take effect, which notice shall specify the date on which such resignation will take effect (which shall be sent at least 60 thirty (30) days prior to following the date that such resignation notice is delivered), and such resignation will be effective on the earlier of (i) the date so specified but in no event shall such resignation become effective until and (ii) the appointment of a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has Agent. (b) Frequency will have the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent written notice to the Rights Agent, specifying the date on which such removal will take effect. Such notice shall will be sent given at least 60 thirty (30) days prior to the date so specifiedspecified (or, if earlier, the appointment of the successor Rights Agent). (bc) If the Rights Agent provides notice of its intent to resignresigns, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, Frequency will promptly appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bankAgent. Notwithstanding the foregoing, if Parent shall fail Frequency fails to make such appointment within a period of sixty thirty (6030) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with this Section 3.3(c) and Section 3.4, become the successor Rights AgentAgent for all purposes hereunder. (cd) Parent shall Frequency will give notice to the Holders of each resignation and each or removal of a the Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR RegisterSection 7.2. Each notice shall will include the name and address of the successor Rights Agent. If Parent Frequency fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may beFrequency. (de) Notwithstanding anything else to the contrary in this Section 3.3, unless consented to in writing by the Acting Majority of Holders, Parent shall Frequency will not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international a commercial bank. (f) The Rights Agent will reasonably cooperate with Frequency and any successor Rights Agent in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer of all relevant data, including the CVR Register, to the successor Rights Agent, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent and TopCo specifying a date when such resignation shall take effect, which notice shall be sent at least 60 days prior to the date so specified but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 thirty (30) days prior to the date so specified, and such resignation shall take effect on such specified date. (b) If the Rights Agent provides notice of its intent to shall resign, is be removed or becomes become incapable of acting, Parent shall, as soon as is reasonably practicable, and TopCo shall promptly appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with this Section 3.48.3, become the successor Rights Agent. (c) TopCo or Parent shall give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail mail, postage prepaid to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights AgentHolders. If Parent or TopCo fails to send such notice within 10 Business Days ten (10) days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the such notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in Any such successor to the Rights Agent shall agree to be bound by the terms of this CCR Agreement and shall become the Rights Agent hereunder. The Rights Agent shall deliver all of the relevant books and records, pursuant to the terms of this Section 3.38.3 to the successor Rights Agent. The Rights Agent is hereby authorized, unless consented in any and all events, to in writing by comply with and obey any and all final judgments, orders and decrees of any court of competent jurisdiction which may be filed, entered or issued with regard to the Acting HoldersRights Agent, Parent and all final arbitration awards with regard to the Rights Agent and, if it shall so comply or obey, it shall not appoint as a successor Rights Agent be liable to any Person that is not a stock transfer agent other person by reason of national reputation such compliance or the corporate trust department of an international commercial bankobedience.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall take effect, which notice shall be sent at least 60 thirty (30) days prior to the date so specified but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4specified. Parent has the right to remove the Rights Agent at any time by written notice specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4effect. Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 thirty (30) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty thirty (6030) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when the Company. Any such resignation shall take effect, which notice shall specify the date on which such resignation will take effect (which shall be sent at least 60 thirty (30) days prior to following the date that such resignation notice is delivered), and such resignation will be effective on the earlier of (x) the date so specified but in no event shall such resignation become effective until and (y) the appointment of a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has Agent. (b) The Company will have the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent written notice to the Rights Agent, specifying the date on which such removal will take effect. Such notice shall will be sent given at least 60 thirty (30) days prior to the date so specifiedspecified (or, if earlier, the appointment of the successor Rights Agent). (bc) If the Rights Agent provides notice of its intent to resignresigns, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, the Company will promptly appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bankAgent. Notwithstanding the foregoing, if Parent shall fail the Company fails to make such appointment within a period of sixty thirty (6030) 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 Rights Agent, then the incumbent Rights Agent any Holder may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with this Section 3.3(c) and Section 3.4, become the successor Rights AgentAgent for all purposes hereunder. (cd) Parent shall The Company will give notice to the Holders of each resignation and each or removal of a the Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR RegisterSection 7.2. Each notice shall will include the name and address of the successor Rights Agent. If Parent the Company fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may beCompany. (de) Notwithstanding anything else to the contrary in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall the Company will not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international a commercial bank. (f) The Rights Agent will cooperate with the Company and any successor Rights Agent, as reasonably requested, in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer of all relevant data, including the CVR Register, to the successor Rights Agent, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. Rights Agent shall be entitled to reimbursement by the Company for costs and expenses related to such transition services.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent (with a copy to the Representative) specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 30 days prior to the date so specified but in no event shall and such resignation become will be effective until on the earlier of: (i) the date so specified, and (ii) a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4‎Section 3.5. Parent has The Representative shall have the right to remove the Rights Agent at any time by specifying a date when such removal shall will take effect but no such removal shall will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall will be given by Parent the Representative to the Rights Agent, which notice shall will be sent at least 60 days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to ‎Section 3.3(a) or becomes incapable of acting, Parent shalland the Representative, acting in concert, will, as soon as is reasonably practicablepossible, appoint a qualified successor Rights Agent who who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. The successor Rights Agent so appointed will, forthwith upon its acceptance of such appointment in accordance with ‎Section 3.4, become the successor Rights Agent. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent Acting Holders may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section ‎Section 3.4, become the successor Rights Agent. (c) Parent shall will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days after acceptance of appointment by a successor Rights AgentAgent in accordance with ‎Section 3.4, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section ‎Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall take effect, which notice shall be sent at least 60 thirty (30) days prior to the date so specified but in no event shall specified, and such resignation become will be effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4on the date so specified. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 thirty (30) days prior to the date so specified. (b) Any Person into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any Person succeeding to the stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of the transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 3.3(b). If the Rights Agent provides notice of its intent to resign, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall take effect, which notice shall be sent at least 60 sixty (60) days prior to the date so specified but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 thirty (30) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) days after giving notice of such removal pursuant to Section 3.3(a) or after it Parent has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days thirty (30) days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, The Rights Agent will cooperate with Parent shall not appoint as a and any successor Rights Agent any Person that is not a stock in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer agent of national reputation or all relevant data, including the corporate trust department of an international commercial bankCVR Register to the successor Rights Agent.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 thirty (30) days prior to the date so specified but in no event shall and such resignation become will be effective until on the later of (i) the date so specified and (ii) the appointment of a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4Agent. Parent has the right to remove the Rights Agent at any time by a Parent Board Resolution specifying a date when such removal shall will take effect effect, but no such removal shall will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall will be given by Parent to the Rights Agent, which notice shall will be sent at least 60 thirty (30) days prior to the date so specified. (b) Any Person into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any Person succeeding to the stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such Person would be eligible for appointment as a successor Rights Agent under this Section 3.3(b). The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of the transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 3.3(b). If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3 or becomes incapable of acting, Parent, by a Parent shallBoard Resolution, will as soon as is reasonably practicable, possible appoint a qualified successor Rights Agent who who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail fails to make such appointment within a period of sixty thirty (6030) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall will give notice to the Holders of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR RegisterSection 7.2. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days ten (10) days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be▇▇▇▇▇▇. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to the Parent specifying a date when such resignation shall take effect, which notice shall be sent at least 60 thirty (30) days prior to the date so specified specified, but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. The Parent has the right right, if acting in good faith, to remove the Rights Agent at any time by a Board Resolution specifying a date when such removal shall take effect effect, but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall be given by the Parent to the Rights Agent, which notice shall be sent at least 60 thirty (30) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed or becomes incapable of acting, Parent the Parent, by a Board Resolution, shall, as soon as is reasonably practicablepossible, appoint in good faith a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) The Parent shall give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If the Parent fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted mailed at the expense of the Parent. Failure to give . (d) The Rights Agent will cooperate with the Parent and any notice provided for successor Rights Agent in this Section 3.3, however, shall not affect connection with the legality or validity transition of the resignation or removal duties and responsibilities of the Rights Agent or the appointment of to the successor Rights Agent, as including transferring the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented CVR Register to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bankAgent.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent and the Holders specifying a date when such resignation shall take effect, which notice shall be sent at least 60 sixty (60) days prior to the date so specified but in no event specified. (b) Parent, with the consent of the Acting Holders (such consent not to be unreasonably withheld, conditioned or delayed), shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has have the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4effect. Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 sixty (60) days prior to the date so specified. For purposes of this clause (b), a consent shall be deemed (i) granted unless the Acting Holders submit to Parent, within ten (10) Business Days of receipt of Parent’s notice, a response setting forth in reasonable detail how the removal of the Rights Agent would adversely impact the rights of Holders to any payments under this Agreement (including the timing of such payments), and (ii) unreasonably withheld, conditioned and delayed if the Acting Holders condition their consent upon anything other than reasonable assurances that the removal will not adversely impact the rights of Holders to any payments under this Agreement (including the timing of such payments). (bc) If the Rights Agent provides notice of its intent to shall resign, is be removed or becomes become incapable of acting, Parent shall, as soon as is reasonably practicable, shall promptly appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or which appointment shall, solely in the corporate trust department of a commercial bank. Notwithstanding event that the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent successor Rights Agent may apply is not a member of The Securities Transfer Association, Inc., require the consent of the Acting Holders (such consent not to any court of competent jurisdiction for the appointment of a new Rights Agentbe unreasonably withheld, conditioned or delayed). The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with this Section 3.3(c) and Section 3.4, become the Rights Agent for all purposes hereunder. For purposes of this clause (c), a consent shall be deemed (i) granted unless the Acting Holders submit to Parent, within ten (10) Business Days of receipt of Parent’s notice, a response challenging in reasonable detail the qualifications of the proposed successor Rights Agent or its independence from Parent, and (ii) unreasonably withheld, conditioned and delayed if the Acting Holders condition their consent upon anything other than reasonable evidence of the proposed successor Rights Agent’s qualifications and independence from Parent. (cd) Parent shall give notice of each resignation and each or removal of a the Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail mail, postage prepaid, to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when the Company. Any such resignation shall take effect, which notice shall specify the date on which such resignation will take effect (which shall be sent at least 60 30 days prior to following the date that such resignation notice is delivered), and such resignation will be effective on the earlier of (x) the date so specified but in no event shall such resignation become effective until and (y) the appointment of a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has Agent. (b) The Company will have the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent written notice to the Rights Agent, specifying the date on which such removal will take effect. Such notice shall will be sent given at least 60 30 days prior to the date so specifiedspecified (or, if earlier, the appointment of the successor Rights Agent). (bc) If the Rights Agent provides notice of its intent to resignresigns, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, the Company will promptly appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bankAgent. Notwithstanding the foregoing, if Parent shall fail the Company fails to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with Section this ‎Section 3.3(c) and ‎Section 3.4, become the successor Rights AgentAgent for all purposes hereunder. (cd) Parent shall The Company will give notice to the Holders of each resignation and each or removal of a the Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register‎Section 6.2. Each notice shall will include the name and address of the successor Rights Agent. If Parent the Company fails to send such notice within 10 ten Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may beCompany. (de) Notwithstanding anything else to the contrary in this Section 3.3, unless consented to in writing by the Acting Majority of Holders, Parent shall the Company will not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international a commercial bank. (f) The Rights Agent will reasonably cooperate with the Company and any successor Rights Agent in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer of all relevant data, including the CVR Register, to the successor Rights Agent; but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent Purchaser specifying a date when such resignation shall take effect, which notice shall be sent at least 60 sixty (60) calendar days prior to the date so specified but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent Purchaser has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent Purchaser to the Rights Agent, which notice shall be sent at least 60 sixty (60) calendar days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed or becomes incapable of acting, Parent Purchaser shall, as soon as is reasonably practicable, appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation in the US or the corporate trust department of a an international commercial bank. Notwithstanding the foregoing, if Parent Purchaser shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent Purchaser shall give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures (in respect of CVRs registered in the name of Cede & Co. only) and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If Parent Purchaser fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted at the expense of ParentPurchaser. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.33.3 to the contrary, unless consented to in writing by the Acting Holders, Parent Purchaser shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation in the U.S. or the corporate trust department of an international commercial bank. (e) The Rights Agent will cooperate with ▇▇▇▇▇▇▇▇▇ and any successor Rights Agent as reasonably requested in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including transferring the CVR Register to the successor Rights Agent.

Resignation and Removal; Appointment of Successor. (a) The Rights CVR Agent may resign and be discharged from its duties under this Agreement at any time by giving written notice thereof to Parent the Company specifying a date when such resignation shall take effect, which notice shall be sent at least 60 thirty (30) days prior to the date so specified but in no event shall specified, and such resignation become effective until a successor Rights Agent has been appointed and accepted shall take effect on such appointment in accordance with Section 3.4. Parent has specified date. (b) The Company shall have the right to remove the Rights CVR Agent at any time by for any reason or no reason upon at least thirty (30) days’ notice, specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 days prior to the date so specifiedeffect. (bc) If the Rights CVR Agent provides notice of its intent to shall resign, is removed be removed, or becomes become incapable of acting, Parent shall, as soon as is reasonably practicable, appoint a qualified successor Rights Agent who the Company shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment promptly (and in any event within a period of sixty thirty (6030) days after giving notice of such the CVR Agent’s removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights CVR Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of ’s resignation) appoint a new Rights qualified successor CVR Agent. The predecessor CVR Agent shall deliver any funds held in connection with this Agreement to any such successor Rights CVR Agent at or prior to the effectiveness of the predecessor CVR Agent’s resignation or removal. The successor CVR Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with this Section 3.3(c), Section 3.3(e) and Section 3.4, become the successor Rights CVR Agent. (cd) Parent The Company, or at the Company’s request the successor CVR Agent, shall give notice of each resignation and each removal of a Rights the CVR Agent and each appointment of a such successor Rights CVR Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written Making Available notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted at the expense of ParentHolders. Failure to give Make Available any such notice provided for in this Section 3.3to the Holders, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights CVR Agent or the appointment of the a successor Rights CVR Agent, as the case may be. (de) Notwithstanding anything else in this Section 3.3, unless consented Any such successor to in writing the CVR Agent shall agree to be bound by the Acting Holders, Parent terms of this Agreement and shall not appoint as a become the CVR Agent hereunder. The CVR Agent shall deliver all of the relevant books and records to the successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bankCVR Agent.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent and the Stockholders’ Representative specifying a date when such resignation shall take effect, which notice shall be sent at least 60 days prior to the date so specified but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 thirty (30) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to shall resign, is be removed or becomes become incapable of acting, Parent shall, as soon as is reasonably practicable, and the Stockholders’ Representative shall promptly appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with this Section 3.45.3(b), become the successor Rights Agent. (c) Parent shall give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail mail, postage prepaid, to the Holders as their names and addresses appear in Stockholders’ Representative. The Stockholders’ Representative shall forward such notice to the CVR Register. Each notice shall include the name and address of the successor Rights AgentHolders. If Parent fails to send such notice within 10 Business Days ten (10) days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the such notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as If a successor Rights Agent has not been appointed and has not accepted such appointment by the end of the thirty (30) day period, the Rights Agent may apply to a court of competent jurisdiction for the appointment of a successor Rights Agent, and the costs, expenses and reasonable attorneys’ fees which are incurred in connection with such a proceeding shall be paid in accordance with Section 5.2(f) hereof. Any such successor to the Rights Agent shall agree to be bound by the terms of this Agreement and shall, upon receipt of the all relevant books and records relating thereto, become the Rights Agent hereunder. Upon delivery of all of the relevant books and records, pursuant to the terms of this Section 5.3(d) to a successor Rights Agent, the Rights Agent shall thereafter be discharged from any Person that further obligations hereunder. The Rights Agent is hereby authorized, in any and all events, to comply with and obey any and all final judgments, orders and decrees of any court of competent jurisdiction which may be filed, entered or issued, and all final arbitration awards and, if it shall so comply or obey, it shall not a stock transfer agent be liable to any other person by reason of national reputation such compliance or the corporate trust department of an international commercial bankobedience.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified but in no event shall will such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall will take effect but no such removal shall will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall will be given by Parent to the Rights Agent, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent shall, will as soon as is reasonably practicablepossible, appoint a qualified successor Rights Agent who who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure ; provided that failure to give any notice provided for in this Section 3.3, however3.3(c), shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be, in each case, in accordance with this Section 3.3. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a The Rights Agent will cooperate with P▇▇▇▇▇ and any successor Rights Agent any Person that is not a stock transfer agent as reasonably requested in connection with the transition of national reputation or the corporate trust department duties and responsibilities of an international commercial bankthe Rights Agent to the successor Rights Agent, including transferring the CVR Register to the successor Rights Agent.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent Agents may resign at any time by giving written notice thereof to Parent specifying and the CVR Trust and other Rights Agents. (b) Parent may remove a date when such resignation shall take effect, which notice shall be sent at least 60 days prior to the date so specified but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor giving written notice to the CVR Trust and other Rights Agents. All of the Rights Agents (other than the Independent Rights Agent) may remove the Independent Rights Agent has been appointed at any time by giving written notice thereof to Parent and accepted such appointment in accordance with Section 3.4CVR Trust. Notice A CVR Rights Agent may not be removed by Parent, the Company, the Company Subsidiaries, their Affiliates, any of such removal shall be given by Parent to the other Rights AgentAgents, which notice shall be sent at least 60 days prior to or the date so specifiedCVR Trust. (bc) If In the event that any of the Rights Agent provides notice of its intent to resignAgents resigns, is removed or becomes incapable of acting, then such Rights Agent shall not be entitled to any compensation payable pursuant to Section 3.4 from and after the date of his resignation or removal. (d) If a Parent shallRights Agent shall resign, as soon as is reasonably practicablebe removed or become incapable of acting, Parent, by a Board Resolution, shall promptly appoint a qualified successor Parent Rights Agent that may be an officer of Parent. If a CVR Rights Agent shall resign or become incapable of acting, the remaining CVR Rights Agent shall promptly appoint a qualified successor CVR Rights Agent who is a Holder of a CVR. If the Independent Rights Agent shall resign, be removed, or become incapable of acting, his or her successor shall be appointed by the unanimous agreement of the remaining Rights Agents. If, within 90 days after a stock transfer agent of national reputation or the corporate trust department resignation of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within CVR Rights Agent or incapability of a period of sixty (60) 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 CVR Rights Agent, then or the incumbent occurrence of such vacancy of a CVR Rights Agent, a successor CVR Rights Agent shall not have been appointed, the Litigation Trustees may apply appoint any Person who is willing to serve as successor CVR Rights Agent. The successor CVR Rights Agent so appointed shall under the provisions of this Section 3.5(d), forthwith upon his acceptance of such appointment in accordance with this Section 3.5(d), become a successor CVR Rights Agent. If no successor CVR Rights Agent shall have been so appointed by the remaining CVR Rights Agent or the Litigation Trustees, any surviving person who is on the board of directors of the Company as of the initial issuance of the CVRs may petition any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor CVR Rights Agent. (ce) Parent shall give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names other Rights Agents and addresses appear in to the CVR RegisterTrust. Each notice shall include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days ten days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified but in no event shall will such resignation become effective until on the earlier of (i) the date so specified in such notice, or (ii) the appointment of a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Parent has the right to remove the Rights Agent at any time by a Board Resolution specifying a date when such removal shall will take effect but no such removal shall become effective until a (or, if earlier, the appointment of the successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4Agent). Notice of such removal shall will be given by Parent to the Rights Agent, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified. Notwithstanding anything to the contrary contained herein, such replacement or removal of the Rights Agent shall not affect any of the provisions of this Agreement that expressly survive the termination of this Agreement, or the resignation, replacement or removal of the Rights Agent. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent shallParent, as soon as is reasonably practicableby a Board Resolution, will promptly appoint a qualified successor Rights Agent who who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. The successor Rights Agent so appointed will, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing delivering a written notice of such event by first-class mail in accordance with Section 6.2 to the Holders as their names and addresses appear in the CVR Register. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days ten (10) days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent▇▇▇▇▇▇. Failure to give any notice provided for in this Section 3.3, however, and any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a The Rights Agent will reasonably cooperate with ▇▇▇▇▇▇ and any successor Rights Agent any Person that is not a stock in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer agent of national reputation or all relevant data, including the corporate trust department of an international commercial bankCVR Register, to the successor Rights Agent.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified but in no event shall will such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Parent has the right to remove the Rights Agent at any time by a Board Resolution specifying a date when such removal shall will take effect but no such removal shall will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall will be given by Parent to the Rights Agent, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent shallParent, by a Board Resolution, will as soon as is reasonably practicable, possible appoint a qualified successor Rights Agent who who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give . (d) The Rights Agent will cooperate with P▇▇▇▇▇ and any notice provided for successor Rights Agent as reasonably requested in this Section 3.3, however, shall not affect connection with the legality or validity transition of the resignation or removal duties and responsibilities of the Rights Agent or the appointment of to the successor Rights Agent, as including transferring the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented CVR Register to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bankAgent.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when Gem. Any such resignation shall take effect, which notice shall specify the date on which such resignation will take effect (which shall be sent at least 60 thirty (30) days prior to following the date that such resignation notice is delivered), and such resignation will be effective on the earlier of (x) the date so specified but in no event shall such resignation become effective until and (y) the appointment of a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has Agent. (b) Gem will have the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent written notice to the Rights Agent, specifying the date on which such removal will take effect. Such notice shall will be sent given at least 60 thirty (30) days prior to the date so specifiedspecified (or, if earlier, the appointment of the successor Rights Agent). (bc) If the Rights Agent provides notice of its intent to resignresigns, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, Gem will promptly appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bankAgent. Notwithstanding the foregoing, if Parent shall fail Gem fails to make such appointment within a period of sixty thirty (6030) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with this Section 3.3(c) and Section 3.4, become the successor Rights AgentAgent for all purposes hereunder. (cd) Parent shall Gem will give notice to the Holders of each resignation and each or removal of a the Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR RegisterSection 7.2. Each notice shall will include the name and address of the successor Rights Agent. If Parent Gem fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may beGem. (de) Notwithstanding anything else to the contrary in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall Gem will not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international a commercial bank. (f) The Rights Agent will reasonably cooperate with Gem and any successor Rights Agent in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer of all relevant data, including the CVR Register, to the successor Rights Agent, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when Public Company. Any such resignation shall take effect, which notice shall specify the date on which such resignation will take effect (which shall be sent at least 60 thirty (30) days prior to following the date that such resignation notice is delivered), and such resignation will be effective on the earlier of (x) the date so specified but in no event shall such resignation become effective until and (y) the appointment of a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has Agent. (b) Public Company will have the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent written notice to the Rights Agent, specifying the date on which such removal will take effect. Such notice shall will be sent given at least 60 thirty (30) days prior to the date so specifiedspecified (or, if earlier, the appointment of the successor Rights Agent). (bc) If the Rights Agent provides notice of its intent to resignresigns, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, Public Company will promptly appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bankAgent. Notwithstanding the foregoing, if Parent shall fail Public Company fails to make such appointment within a period of sixty thirty (6030) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with this Section 3.3(c) and Section 3.4, become the successor Rights AgentAgent for all purposes hereunder. (cd) Parent shall Public Company will give notice to the Holders of each resignation and each or removal of a the Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR RegisterSection 7.2. Each notice shall will include the name and address of the successor Rights Agent. If Parent Public Company fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may bePublic Company. (de) Notwithstanding anything else to the contrary in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall Public Company will not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international a commercial bank. (f) The Rights Agent will reasonably cooperate with Public Company and any successor Rights Agent in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer of all relevant data, including the CVR Register, to the successor Rights Agent, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when Aspire. Any such resignation shall take effect, which notice shall specify the date on which such resignation will take effect (which shall be sent at least 60 thirty (30) days prior to following the date that such resignation notice is delivered), and such resignation will be effective on the earlier of (x) the date so specified but in no event shall such resignation become effective until and (y) the appointment of a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has Agent. (b) Aspire will have the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent written notice to the Rights Agent, specifying the date on which such removal will take effect. Such notice shall will be sent given at least 60 thirty (30) days prior to the date so specifiedspecified (or, if earlier, the appointment of the successor Rights Agent). (bc) If the Rights Agent provides notice of its intent to resignresigns, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, Aspire will promptly appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bankAgent. Notwithstanding the foregoing, if Parent shall fail Aspire fails to make such appointment within a period of sixty thirty (6030) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with this Section 3.3(c) and Section 3.4, become the successor Rights AgentAgent for all purposes hereunder. (cd) Parent shall Aspire will give notice to the Holders of each resignation and each or removal of a the Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR RegisterSection 7.2. Each notice shall will include the name and address of the successor Rights Agent. If Parent Aspire fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may beAspire. (de) Notwithstanding anything else to the contrary in this Section 3.3, unless consented to in writing by the Acting Majority of Holders, Parent shall Aspire will not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international a commercial bank. (f) The Rights Agent will reasonably cooperate with Aspire and any successor Rights Agent in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer of all relevant data, including the CVR Register, to the successor Rights Agent, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when Purchaser. Any such resignation shall take effect, which notice shall specify the date on which such resignation will take effect (which shall be sent at least 60 thirty (30) days prior to following the date that such resignation notice is delivered), and such resignation will be effective on the later of (x) the date so specified but in no event shall such resignation become effective until and (y) the appointment of a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has Agent. (b) Purchaser will have the right to remove the Rights Agent at any time by written notice to the Rights Agent, specifying a the date when on which such removal shall will take effect effect, but no such removal shall will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall Such notice will be given by Parent to the Rights Agent, which notice shall be sent at least 60 thirty (30) days prior to the date so specifiedspecified (or, if earlier, the appointment of the successor Rights Agent). (bc) If the Rights Agent resigns, is removed or becomes incapable of acting, ▇▇▇▇▇▇▇▇▇ will promptly appoint a qualified successor Rights Agent. Notwithstanding the foregoing, if ▇▇▇▇▇▇▇▇▇ fails to make such appointment within a period of thirty (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 Rights Agent, then the incumbent Rights Agent or the Acting Holders may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed will, upon its acceptance of such appointment in accordance with this Section 3.3(c) and Section 3.4, become the Rights Agent for all purposes hereunder. (d) Purchaser will give notice to the Holders of each resignation or removal of the Rights Agent and each appointment of a successor Rights Agent in accordance with Section 6.2. Each notice will include the name and address of the successor Rights Agent. If Purchaser fails to send such notice within ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent will cause the notice to be transmitted at the expense of Purchaser. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (e) Notwithstanding anything to the contrary in this Section 3.3, unless consented to in writing by the Acting Holders, Purchaser will not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of a commercial bank. (f) The Rights Agent will reasonably cooperate with ▇▇▇▇▇▇▇▇▇ and any successor Rights Agent in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer of all relevant data, including the CVR Register, to the successor Rights Agent, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. (g) Any Person into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any Person succeeding to the stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of the transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 3.3(g). If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3 or becomes incapable of acting, Parent shall▇▇▇▇▇▇▇▇▇, will as soon as is reasonably practicable, possible appoint a qualified successor Rights Agent who who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail ▇▇▇▇▇▇▇▇▇ fails to make such appointment within a period of sixty thirty (6030) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank...

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall take effect, which notice shall be sent at least 60 sixty (60) days prior to the date so specified but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) days after giving notice of such removal or after it has been notified received notice in writing (in accordance with the provisions hereof) of such resignation or incapacity by the resigning or incapacitated Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, The Rights Agent will cooperate with Parent shall not appoint as a and any successor Rights Agent any Person that is not a stock transfer agent as reasonably requested in connection with the transition of national reputation or the corporate trust department duties and responsibilities of an international commercial bankthe Rights Agent to the successor Rights Agent, including transferring the CVR Register to the successor Rights Agent.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall will take effect, which notice shall be sent at least 60 sixty (60) days prior to the date so specified but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent shall, shall as soon as is reasonably practicable, possible appoint a qualified successor Rights Agent who has been approved in writing by the Acting Holders, which successor shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall give or cause to be given notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If Parent fails to send or cause to be sent such notice within 10 Business Days ten (10) days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall cause the notice to be transmitted mailed at the expense of Parent. Failure ▇▇▇▇▇▇. (d) As long as all fees and charges that are due and payable to give the Rights Agent for the Right’s Agent’s service performed under this Agreement have been paid, the Rights Agent shall cooperate with Parent and any notice provided for successor Rights Agent as reasonably requested in this Section 3.3, however, shall not affect connection with the legality or validity transition of the resignation or removal duties and responsibilities of the Rights Agent or the appointment of to the successor Rights Agent, as including transferring the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented CVR Register to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent. The Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bankshall be entitled to reimbursement by Parent for reasonable and documented out-of-pocket costs and expenses related to such transition services.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent and Representative specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified but in no event shall will such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Parent has the right to remove the Rights Agent at any time by a Board Resolution specifying a date when such removal shall will take effect but no such removal shall will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall will be given by Parent to the Rights Agent, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent shallParent, as soon as is reasonably practicableby a Board Resolution, will promptly appoint a qualified successor Rights Agent who who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days ten (10) days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give ▇▇▇▇▇▇. (d) The Rights Agent will reasonably cooperate with ▇▇▇▇▇▇ and any notice provided for successor Rights Agent in this Section 3.3, however, shall not affect connection with the legality or validity transition of the resignation or removal duties and responsibilities of the Rights Agent or the appointment of to the successor Rights Agent, as including the case may be. (d) Notwithstanding anything else in this Section 3.3transfer of all relevant data, unless consented including the CVR Register, to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bankAgent.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall take effect, which notice shall be sent at least 60 sixty (60) days prior to the date so specified but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent the Company and the Holders specifying a date when such resignation shall take effect, which notice shall be sent at least 60 thirty (30) calendar days prior to the date so specified but in no event specified. (b) The Company and the Majority Holders shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has each have the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4effect. Notice Written notice of such removal shall be given by Parent the Company or the Majority Holders to the Rights Agent, as applicable, which notice shall be sent at least 60 thirty (30) calendar days prior to the date so specified. (bc) If the Rights Agent provides notice of its intent to shall resign, become incapable of acting or is removed by the Company or becomes incapable of actingthe Majority Holders, Parent shall, as soon as is reasonably practicable, the Company shall promptly appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then provided, that, the incumbent Rights Majority Holders may notify the Company of their preference of qualified successor Agent may apply to any court of competent jurisdiction for hereunder and the appointment of a new Rights AgentCompany shall reasonably take such preference into account in its selection. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with this Section 3.42.4(c) and Section 2.5, become the Agent for all purposes hereunder. Notwithstanding the foregoing, if the Company and the Majority Holders fail to make such appointment within a period of thirty (30) days after giving notice to the Agent of such removal or after they have been notified in writing of such resignation or incapacity by the resigning or incapacitated Agent, then any Holder may apply to any court of competent jurisdiction for the appointment of a successor Rights Agent. (cd) Parent The Company shall give notice of each resignation and each or removal of a Rights the Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail mail, postage prepaid, to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If Parent the Company fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted mailed at the expense of Parentthe Company. Failure to give any notice provided for in this Section 3.3, however, 2.4 shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (de) Notwithstanding The Agent will cooperate with the Company and any successor Agent in connection with the transition of the duties and responsibilities of the Agent to the successor Agent, including transferring the CVR Register to the successor Agent; provided that, the predecessor Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. (f) Any Person into which the Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Agent shall be a party, or any Person succeeding to the corporate trust business of the Agent shall be the successor of the Agent hereunder without the execution or filing of any paper with any party hereto or any further act on the part of any of the parties hereto except where an instrument of transfer or assignment is required by law to effect such succession, anything else herein to the contrary notwithstanding. The Agent shall give notice to the Company promptly upon the occurrence of such transaction as described in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank2.4(f).

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent the Company (with a copy to the Representative) specifying a date when such resignation shall take effect, which notice shall be sent at least 60 days prior to the date so specified specified, but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Parent The Representative has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect effect, but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall be given by Parent the Representative to the Rights Agent, which notice shall be sent at least 60 days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed or becomes incapable of acting, Parent the Company and the Representative, acting in concert, shall, as soon as is reasonably practicablepossible, appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent The Company shall give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If Parent the Company fails to send such notice within 10 Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted mailed at the expense of Parent. Failure to give the Company. (d) The Rights Agent will cooperate with the Company, the Representative and any notice provided for successor Rights Agent in this Section 3.3, however, shall not affect connection with the legality or validity transition of the resignation or removal duties and responsibilities of the Rights Agent or the appointment of to the successor Rights Agent, as including the case may be. (d) Notwithstanding anything else in this Section 3.3transfer of all relevant data, unless consented including transferring the CVR Register to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bankAgent.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when Insight. Any such resignation shall take effect, which notice shall specify the date on which such resignation will take effect (which shall be sent at least 60 thirty (30) days prior to following the date that such resignation notice is delivered), and such resignation will be effective on the earlier of (x) the date so specified but in no event shall such resignation become effective until and (y) the appointment of a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has Agent. (b) Insight will have the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent written notice to the Rights Agent, specifying the date on which such removal will take effect. Such notice shall will be sent given at least 60 thirty (30) days prior to the date so specifiedspecified (or, if earlier, the appointment of the successor Rights Agent). (bc) If the Rights Agent provides notice of its intent to resignresigns, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, Insight will promptly appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bankAgent. Notwithstanding the foregoing, if Parent shall fail Insight fails to make such appointment within a period of sixty thirty (6030) 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 Rights Agent, then the incumbent Rights Agent any Holder may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with this Section 3.3(c) and Section 3.4, become the successor Rights AgentAgent for all purposes hereunder. (cd) Parent shall Insight will give notice to the Holders of each resignation and each or removal of a the Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR RegisterSection 7.2. Each notice shall will include the name and address of the successor Rights Agent. If Parent Insight fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may beInsight. (de) Notwithstanding anything else to the contrary in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall Insight will not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international a commercial bank. (f) The Rights Agent will reasonably cooperate with Insight and any successor Rights Agent in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer of all relevant data, including the CVR Register, to the successor Rights Agent, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when Public Company. Any such resignation shall take effect, which notice shall specify the date on which such resignation will take effect (which shall be sent at least 60 thirty (30) days prior to following the date that such resignation notice is delivered), and such resignation will be effective on the earlier of (x) the date so specified but in no event shall such resignation become effective until and (y) the appointment of a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has Agent. (b) Public Company will have the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent written notice to the Rights Agent, which . Any such removal notice shall specify the date on which such removal will take effect (which shall be sent at least 60 thirty (30) days prior to following the date that such removal notice is delivered), and such removal will be effective on the earlier of (x) the date so specifiedspecified and (y) the appointment of a successor Rights Agent. (bc) If the Rights Agent provides notice of its intent to resignresigns, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, Public Company will promptly appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bankAgent. Notwithstanding the foregoing, if Parent shall fail Public Company fails to make such appointment within a period of sixty thirty (6030) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with this Section 3.4‎3.3(c) and Section ‎3.4, become the successor Rights AgentAgent for all purposes hereunder. (cd) Parent shall Public Company will give notice to the Holders of each resignation and each or removal of a the Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR RegisterSection ‎7.2. Each notice shall will include the name and address of the successor Rights Agent. If Parent Public Company fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure Public Company. (e) Notwithstanding anything to give any notice provided for the contrary in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3‎3.3, unless consented to in writing by the Acting Holders, Parent shall Public Company will not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international a commercial bank. (f) The Rights Agent will reasonably cooperate with Public Company and any successor Rights Agent in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer of all relevant data, including the CVR Register, to the successor Rights Agent, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent the Company, specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 thirty (30) days prior to the date so specified but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 days prior to before the date so specified. (b) Any Person into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any Person succeeding to the stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto. The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of the transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 3.3(b). If the Rights Agent provides notice of its intent to resign, is removed or becomes incapable of acting, Parent the Company, shall, as soon as is reasonably practicable, appoint a qualified successor Rights Agent who who, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent the Company shall fail to make such appointment within a period of sixty thirty (6030) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall The Company will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail mail, postage prepaid, to the Holders as their names and addresses appear in the CVR RegisterRegister and by delivering notice to the Holder Representative. Each notice shall will include the name and address of the successor Rights Agent. If Parent the Company fails to send such notice within 10 five (5) Business Days after acceptance of appointment by a successor Rights Agent, upon the Company’s request the successor Rights Agent shall will cause the such notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may beCompany. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent the Company and Sponsors specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified specified, but in no event shall will such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Parent The Company has the right to remove the Rights Agent at any time by specifying a date when such removal shall will take effect effect, but no such removal shall will become effective until a successor Rights Agent (that is reasonably agreeable to Sponsors) has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall will be given by Parent the Company to the Rights Agent, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent shall, the Company will as soon as is reasonably practicable, possible appoint a qualified successor Rights Agent who shall (which must be a stock transfer agent of national reputation or the corporate trust department of a commercial bankPerson reasonably agreeable to Sponsors). Notwithstanding the foregoing, if Parent the Company shall fail to make such appointment within a period of sixty (60) 60 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall The Company will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders CVR Holders, which may be effected by any public filing or press release made or issued, as their names and addresses appear in applicable, by the Company, or by any other means reasonably anticipated to provide notice thereof to the CVR RegisterHolders. Each notice shall will include the name and address of the successor Rights Agent. If Parent the Company fails to send give such notice within 10 Business Days days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall will cause the notice to be transmitted given at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may beCompany. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent and the Holders, specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 thirty (30) days prior to the date so specified but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4specified. Parent has the right to remove the Rights Agent at any time by a Parent Board Resolution specifying a date when such removal shall will take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4effect. Notice of such removal shall will be given by Parent to the Rights Agent, which notice shall will be sent at least 60 thirty (30) days prior to the date so specified. (b) Any Person into which the Rights Agent or any successor Rights Agent may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which the Rights Agent or any successor Rights Agent shall be a party, or any Person succeeding to the stock transfer or other stockholder services business of the Rights Agent or any successor Rights Agent, shall be the successor to the Rights Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto, provided that such Person would be eligible for appointment as a successor Rights Agent under this Section 3.3(b). The purchase of all or substantially all of the Rights Agent’s assets employed in the performance of the transfer agent activities shall be deemed a merger or consolidation for purposes of this Section 3.3(b). If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3 or becomes incapable of acting, Parent, by Parent shallBoard Resolutions, will as soon as is reasonably practicable, possible appoint a qualified successor Rights Agent who who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail ▇▇▇▇▇▇ fails to make such appointment within a period of sixty thirty (6030) 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 Rights Agent, then the incumbent Rights Agent or any Holder may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall will give notice to the Holders of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR RegisterSection 8.2. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days ten (10) days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent▇▇▇▇▇▇. Failure to give any notice provided for in this Section 3.33.3(c), however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights AgentAgents, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a The Rights Agent will reasonably cooperate with ▇▇▇▇▇▇ and any successor Rights Agent any Person that is not a stock in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer agent of national reputation or all relevant data, including the corporate trust department of an international commercial bankCVR Register, to the successor Rights Agent.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall take effect, which notice shall be sent at least 60 sixty (60) days prior to the date so specified but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4specified. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4effect. Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR RegisterStockholder Representative. Each notice shall include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting HoldersStockholder Representative, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. 11 (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 thirty (30) days prior to the date so specified but in no event shall specified, and such resignation will become effective until on the earlier of (i) the date so specified and (ii) the appointment of a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4Agent. Parent has the right to remove the Rights Agent at any time by a Board Resolution specifying a date when such removal shall will take effect but no such removal shall become effective until a (or, if earlier, the appointment of the successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4Agent). Notice of such removal shall will be given by Parent to the Rights Agent, which notice shall will be sent at least 60 thirty (30) days prior to the date so specified. Notwithstanding anything to the contrary contained herein, such replacement or removal of the Rights Agent shall not affect any of the provisions of this Agreement that expressly survive the termination of this Agreement, or the resignation, replacement or removal of the Rights Agent. (b) If the Rights Agent provides notice of its intent to resign, is removed or becomes incapable of acting, Parent shallParent, by a Board Resolution, will as soon as is reasonably practicable, possible appoint a qualified successor Rights Agent Agent, who shall be a stock transfer agent of or national reputation or the corporate trust department of a commercial bank. The successor Rights Agent so appointed will, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty thirty (6030) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall will give notice to each Holder of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing delivering a written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR RegisterRegister in accordance with Section 7.1. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent▇▇▇▇▇▇. Failure to give any notice provided for in this Section 3.3, however, and any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else to the contrary in this Section 3.3, unless consented to in writing by by, at the applicable time of determination, Holders of at least 33% of the then outstanding CVRs, as set forth in the CVR Register (the “Acting Holders”), Parent shall will not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international a commercial bank. (e) The Rights Agent will reasonably cooperate with Parent and any successor Rights Agent in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer of all relevant data, including the CVR Register, to the successor Rights Agent, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified but in no event shall will such resignation become effective until a successor Rights Agent has been appointed and accepted appointed. Notwithstanding the foregoing, if ▇▇▇▇▇▇ fails to make such appointment in accordance with Section 3.4within a period of sixty (60) days after it has received notice of such resignation, the resigning Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Parent has the right to remove the Rights Agent at any time by a Board Resolution specifying a date when such removal shall will take effect but no such removal shall will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall will be given by Parent to the Rights Agent, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent shallParent, by a Board Resolution, will as soon as is reasonably practicable, possible appoint a qualified successor Rights Agent who who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give . (d) The Rights Agent will cooperate with ▇▇▇▇▇▇ and any notice provided for successor Rights Agent as reasonably requested in this Section 3.3, however, shall not affect connection with the legality or validity transition of the resignation or removal duties and responsibilities of the Rights Agent or the appointment of to the successor Rights Agent, as including transferring the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented CVR Register to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bankAgent.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall will take effect, which notice shall be sent at least 60 sixty (60) days prior to the date so specified but in no event shall and such resignation shall become effective until on the earlier of (i) the date so specified and (ii) the appointment of a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4Agent. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent shall, shall as soon as is reasonably practicable, possible appoint a qualified successor Rights Agent who Agent, which successor, unless otherwise consented to in writing by the Acting Holders (such consent not to be unreasonably withheld, conditioned or delayed), shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall give or cause to be given notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent by mailing written notice of such event by notice through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If Parent fails to send or cause to be sent such notice within 10 Business Days thirty (30) days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall cause the notice to be transmitted mailed at the expense of P▇▇▇▇▇. Parent. Failure ’s failure to give any notice provided for in this Section 3.33.3(c), however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, The Rights Agent shall cooperate with Parent shall not appoint as a and any successor Rights Agent as reasonably requested in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer of all relevant data, including the CVR Register, to the successor Rights Agent, but such predecessor Rights Agent shall not be required to make any Person that is not a stock transfer agent of national reputation additional out-of-pocket expenditure or assume any additional liability in connection with the corporate trust department of an international commercial bankforegoing.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent the Company specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified but in no event shall will such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Parent has The Majority Holders (on behalf of the Holders) shall have the right to remove the Rights Agent at any time by specifying a date when such removal shall will take effect but no such removal shall will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4by the Majority Holders (on behalf of the Holders). Notice of such removal shall will be given by Parent the Majority Holders (on behalf of the Holders) to the Rights Agent, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified. The Company shall not have the power to remove the Rights Agent. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent shall, the Majority Holders (on behalf of the Holders) will as soon as is reasonably practicable, possible appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent the Majority Holders (on behalf of the Holders) shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall The Company will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall will include the name and address of the successor Rights Agent. If Parent the Company fails to send such notice within 10 Business Days ten (10) days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give the Company. (d) The Rights Agent will cooperate with the Company and any notice provided for successor Rights Agent in this Section 3.3, however, shall not affect connection with the legality or validity transition of the resignation or removal duties and responsibilities of the Rights Agent or the appointment of to the successor Rights Agent, as including transferring the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented CVR Register to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bankAgent.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified but in no event shall will such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. appointed. (i) Parent has the right to remove the Rights Agent at any time by a Board Resolution specifying a date when such removal will take effect but no such removal will become effective until a successor Rights Agent has been appointed. Notice of such removal will be given by Parent to the Rights Agent, which notice will be sent at least sixty (60) days prior to the date so specified. (ii) The Supermajority Holders shall have the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4effect. Notice of such removal shall will be given by Parent the Supermajority Holders to the Rights AgentAgent and Parent, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.03(a)(i) or becomes incapable of acting, Parent shallParent, by a Board Resolution, will as soon as is reasonably practicablepossible appoint a qualified successor Rights Agent who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. If the Rights Agent is removed pursuant to Section 3.03(a)(ii), the Supermajority Holders, will as soon as is reasonably possible appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallpursuant to this Section 3.03(b) will, forthwith upon its acceptance of such appointment in accordance with Section 3.43.04, become the successor Rights Agent. (c) Parent shall will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days ten (10) days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.04, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give ▇▇▇▇▇▇. (d) The Rights Agent shall cooperate with Parent and any notice provided for successor Rights Agent as reasonably requested in this Section 3.3, however, shall not affect connection with the legality or validity transition of the resignation or removal duties and responsibilities of the Rights Agent or the appointment of to the successor Rights Agent, as including transferring the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented CVR Register to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bankAgent.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent (with a copy to the Representative) specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified but in no event shall will such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Parent has The Representative shall have the right to remove the Rights Agent at any time by specifying a date when such removal shall will take effect but no such removal shall will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall will be given by Parent the Representative to Rights Agent (with a copy to the Rights AgentParent), which notice shall will be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent shalland the Representative, acting in concert, will, as soon as is reasonably practicablepossible, appoint a qualified successor Rights Agent who who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. The successor Rights Agent so appointed will, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 60 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 Rights Agent, then the incumbent Rights Agent Acting Holders may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.43.5, become the successor Rights Agent. (c) Parent shall will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent PubCo specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified specified, but in no event shall will such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Parent PubCo, by a determination of the Board of Directors, has the right to remove the Rights Agent at any time by specifying a date when such removal shall will take effect effect, but no such removal shall will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4by PubCo (by determination of the Board of Directors). Notice of such removal shall will be given by Parent PubCo to the Rights Agent, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent shall, PubCo (by determination of the Board of Directors) will as soon as is reasonably practicable, possible appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bankAgent. Notwithstanding the foregoing, if Parent PubCo shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall PubCo will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders CVR Holders, which may be effected by any public filing or press release made or issued, as their names and addresses appear in applicable, by PubCo, or by any other means reasonably anticipated to provide sufficient notice thereof to the CVR RegisterHolders. Each notice shall will include the name and address of the successor Rights Agent. If Parent PubCo fails to send give such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall will cause the notice to be transmitted given at the reasonable expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may bePubCo. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when the Company. Any such resignation shall take effect, which notice shall specify the date on which such resignation will take effect (which shall be sent at least 60 30 days prior to following the date that such resignation notice is delivered), and such resignation will be effective on the earlier of (x) the date so specified but in no event shall such resignation become effective until and (y) the appointment of a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has Agent. (b) The Company will have the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent written notice to the Rights Agent, specifying the date on which such removal will take effect. Such notice shall will be sent given at least 60 30 days prior to the date so specifiedspecified (or, if earlier, the appointment of the successor Rights Agent). (bc) If the Rights Agent provides notice of its intent to resignresigns, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, the Company will promptly appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bankAgent. Notwithstanding the foregoing, if Parent shall fail the Company fails to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with this Section 3.3(c) and Section 3.4, become the successor Rights AgentAgent for all purposes hereunder. (cd) Parent shall The Company will give notice to the Holders of each resignation and each or removal of a the Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR RegisterSection 6.2. Each notice shall will include the name and address of the successor Rights Agent. If Parent the Company fails to send such notice within 10 ten Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may beCompany. (de) Notwithstanding anything else to the contrary in this Section 3.3, unless consented to in writing by the Acting Majority of Holders, Parent shall the Company will not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international a commercial bank. (f) The Rights Agent will reasonably cooperate with the Company and any successor Rights Agent in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer of all relevant data, including the CVR Register, to the successor Rights Agent; but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when Public Company. Any such resignation shall take effect, which notice shall specify the date on which such resignation will take effect (which shall be sent at least 60 thirty (30) days prior to following the date that such resignation notice is delivered), and such resignation will be effective on the earlier of (x) the date so specified but in no event shall such resignation become effective until and (y) the appointment of a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has Agent. (b) Public Company will have the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent written notice to the Rights Agent, specifying the date on which such removal will take effect. Such notice shall will be sent given at least 60 thirty (30) days prior to the date so specifiedspecified (or, if earlier, the appointment of the successor Rights Agent). (bc) If the Rights Agent provides notice of its intent to resignresigns, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, Public Company will promptly appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bankAgent. Notwithstanding the foregoing, if Parent shall fail Public Company fails to make such appointment within a period of sixty thirty (6030) 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 Rights Agent, then the incumbent Rights Agent or the Acting Holders may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with this Section 3.3(c) and Section 3.4, become the successor Rights AgentAgent for all purposes hereunder. (cd) Parent shall Public Company will give notice to the Holders of each resignation and each or removal of a the Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR RegisterSection 7.2. Each notice shall will include the name and address of the successor Rights Agent. If Parent Public Company fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall will cause the notice to be transmitted at the expense of ParentPublic Company. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (de) Notwithstanding anything else to the contrary in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall Public Company will not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international a commercial bank. (f) The Rights Agent will reasonably cooperate with Public Company and any successor Rights Agent in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer of all relevant data, including the CVR Register, to the successor Rights Agent, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified but in no event shall and such resignation will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4on the date so specified. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall will take effect but no and such removal shall will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4on the date so specified. Notice of such removal shall will be given by Parent to the Rights Agent, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.4(a) or becomes incapable of acting, Parent shall, will as soon as is reasonably practicablepossible, appoint a qualified successor Rights Agent who who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with Section 3.43.5, become the successor Rights Agent. (c) Parent shall will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.5, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure ; provided that failure to give any notice provided for in this Section 3.3, however3.4(c), shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be, in each case, in accordance with this Section 3.4. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a The Rights Agent will reasonably cooperate with ▇▇▇▇▇▇ and any successor Rights Agent as reasonably requested in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including transferring the CVR Register to the successor Rights Agent, but such predecessor Rights Agent shall not be required to make any Person that is not a stock transfer agent of national reputation additional expenditure without compensation or reimbursement by Parent or assume any additional liability in connection with the corporate trust department of an international commercial bankforegoing.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign and shall discharged from its duties under this Agreement at any time by giving written notice thereof to Parent specifying a date when such resignation shall take effect, which notice shall be sent at least 60 thirty (30) calendar days prior to the date so specified but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.46.1. The Parent has the right to may remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment upon thirty (30) days’ written notice in accordance with Section 3.4. Notice of such removal shall be given by Parent writing, mailed to the Rights Agent, which notice shall be sent at least 60 days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to shall resign, is be removed or becomes become incapable of acting, Parent shall, as soon as is reasonably practicable, shall promptly (but within 30 days after giving notice of the Right Agent removal or after it has been notified of the Rights Agent’s resignation) appoint a qualified successor Rights Agent who shall may be a stock transfer agent Holder but shall not be an officer of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights AgentParent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with this Section 3.43.3(b), become the successor Rights Agent. (c) Parent shall give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail mail, postage prepaid, to the Holders as their names and addresses appear in the CVR Register. Not later than the effective date of any appointment of a successor Right Agent, Parent shall file notice thereof in writing with the predecessor Rights Agent, the Holders and each transfer agent (or other agent performing similar services for the Parent). Each notice shall include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the a successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified but in no event shall will such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Parent has the right to remove the Rights Agent at any time by a Parent Board Resolution specifying a date when such removal shall will take effect effect, but no such removal shall will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall will be given by Parent to the Rights Agent, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent, by a Parent shallBoard Resolution, will as soon as is reasonably practicable, possible appoint a qualified successor Rights Agent who who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days ten (10) days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified but in no event shall will such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Parent has the right to remove the Rights Agent at any time by a Board Resolution specifying a date when such removal shall will take effect but no such removal shall will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall will be given by Parent to the Rights Agent, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent shallParent, as soon as is reasonably practicableby a Board Resolution, will promptly appoint a qualified successor Rights Agent who who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days ten (10) days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give P▇▇▇▇▇. (d) The Rights Agent will reasonably cooperate with P▇▇▇▇▇ and any notice provided for successor Rights Agent in this Section 3.3, however, shall not affect connection with the legality or validity transition of the resignation or removal duties and responsibilities of the Rights Agent or the appointment of to the successor Rights Agent, as including the case may be. (d) Notwithstanding anything else in this Section 3.3transfer of all relevant data, unless consented including the CVR Register, to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bankAgent.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 days prior to the date so specified but in no event shall will such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall will take effect but no such removal shall will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall will be given by Parent to the Rights Agent, which notice shall will be sent at least 60 days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent shall, will as soon as is reasonably practicable, possible appoint a qualified successor Rights Agent who who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall will give or cause to be given notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail postage prepaid to the Holders as their names and addresses appear in the CVR Register. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send or cause to be sent such notice within 10 Business Days days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give . (d) The Rights Agent will cooperate with ▇▇▇▇▇▇, and any notice provided for successor Rights Agent as reasonably requested in this Section 3.3, however, shall not affect connection with the legality or validity transition of the resignation or removal duties and responsibilities of the Rights Agent or the appointment of to the successor Rights Agent, as including transferring the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented CVR Register to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bankAgent.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent Agents may resign at any time by giving written notice thereof to Parent specifying and the CVR Trust and other Rights Agents. 19 (b) Parent may remove a date when such resignation shall take effect, which notice shall be sent at least 60 days prior to the date so specified but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor giving written notice to the CVR Trust and other Rights Agents. All of the Rights Agents (other than the Independent Rights Agent) may remove the Independent Rights Agent has been appointed at any time by giving written notice thereof to Parent and accepted such appointment in accordance with Section 3.4CVR Trust. Notice A CVR Rights Agent may not be removed by Parent, the Company, the Company Subsidiaries, their Affiliates, any of such removal shall be given by Parent to the other Rights AgentAgents, which notice shall be sent at least 60 days prior to or the date so specifiedCVR Trust. (bc) If In the event that any of the Rights Agent provides notice of its intent to resignAgents resigns, is removed or becomes incapable of acting, then such Rights Agent shall not be entitled to any compensation payable pursuant to Section 3.4 from and after the date of his resignation or removal. (d) If a Parent shallRights Agent shall resign, as soon as is reasonably practicablebe removed or become incapable of acting, Parent, by a Board Resolution, shall promptly appoint a qualified successor Parent Rights Agent that may be an officer of Parent. If a CVR Rights Agent shall resign or become incapable of acting, the remaining CVR Rights Agent shall promptly appoint a qualified successor CVR Rights Agent who is a Holder of a CVR. If the Independent Rights Agent shall resign, be removed, or become incapable of acting, his or her successor shall be appointed by the unanimous agreement of the remaining Rights Agents. If, within 90 days after a stock transfer agent of national reputation or the corporate trust department resignation of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within CVR Rights Agent or incapability of a period of sixty (60) 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 CVR Rights Agent, then or the incumbent occurrence of such vacancy of a CVR Rights Agent, a successor CVR Rights Agent shall not have been appointed, the Litigation Trustees may apply appoint any Person who is willing to serve as successor CVR Rights Agent. The successor CVR Rights Agent so appointed shall under the provisions of this Section 3.5(d), forthwith upon his acceptance of such appointment in accordance with this Section 3.5(d), become a successor CVR Rights Agent. If no successor CVR Rights Agent shall have been so appointed by the remaining CVR Rights Agent or the Litigation Trustees, any surviving person who is on the board of directors of the Company as of the initial issuance of the CVRs may petition any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor CVR Rights Agent. (ce) Parent shall give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names other Rights Agents and addresses appear in to the CVR RegisterTrust. Each notice shall include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days ten days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified but in no event shall specified, and such resignation will become effective until on the earlier of (i) the date so specified and (ii) the appointment of a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4Agent. Parent has the right to remove the Rights Agent at any time by a Board Resolution specifying a date when such removal shall will take effect but no such removal shall become effective until a (or, if earlier, the appointment of the successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4Agent). Notice of such removal shall will be given by Parent to the Rights Agent, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed or becomes incapable of acting, Parent shallParent, by a Board Resolution, will as soon as is reasonably practicable, possible appoint a qualified successor Rights Agent who shall be a stock transfer agent of or national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall will give notice to each Holder of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be▇▇▇▇▇▇. (d) Notwithstanding anything else to the contrary in this Section 3.3, unless consented to in writing by by, at the applicable time of determination, Holders of at least 33% of the then outstanding CVRs, as set forth in the CVR Register (the “Acting Holders”), Parent shall will not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international a commercial bank. (e) The Rights Agent will reasonably cooperate with Parent and any successor Rights Agent in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer of all relevant data, including the CVR Register, to the successor Rights Agent, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 days prior to the date so specified but in no event shall will such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall will take effect but no such removal shall will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall will be given by Parent to the Rights Agent, which notice shall will be sent at least 60 days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed removed, or becomes incapable of acting, Parent shallwill, as soon as is reasonably practicable, appoint a qualified successor Rights Agent who shall will be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall will fail to make such appointment within a period of sixty (60) 60 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall will cause the notice to be transmitted at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall will not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a The Rights Agent will cooperate with ▇▇▇▇▇▇ and any successor Rights Agent any Person that is not a stock transfer agent as reasonably requested in connection with the transition of national reputation or the corporate trust department duties and responsibilities of an international commercial bankthe Rights Agent to the successor Rights Agent, including transferring the CVR Register to the successor Rights Agent.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified but in no event shall will such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Parent has the right to remove the Rights Agent at any time by a Board Resolution specifying a date when such removal shall will take effect but no such removal shall will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall will be given by Parent to the Rights Agent, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent shallParent, as soon as is reasonably practicableby a Board Resolution, will promptly appoint a qualified successor Rights Agent who who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-first- class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days ten (10) days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give ▇▇▇▇▇▇. (d) The Rights Agent will reasonably cooperate with ▇▇▇▇▇▇ and any notice provided for successor Rights Agent in this Section 3.3, however, shall not affect connection with the legality or validity transition of the resignation or removal duties and responsibilities of the Rights Agent or the appointment of to the successor Rights Agent, as including the case may be. (d) Notwithstanding anything else in this Section 3.3transfer of all relevant data, unless consented including the CVR Register, to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bankAgent.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when ▇▇▇▇▇▇. Any such resignation shall take effect, which notice shall specify the date on which such resignation will take effect (which shall be sent at least 60 thirty (30) days prior to following the date that such resignation notice is delivered), and such resignation will be effective on the earlier of (x) the date so specified but in no event shall such resignation become effective until and (y) the appointment of a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Agent. (b) Parent has will have the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent written notice to the Rights Agent, specifying the date on which such removal will take effect. Such notice shall will be sent given at least 60 thirty (30) days prior to the date so specifiedspecified (or, if earlier, the appointment of the successor Rights Agent). (bc) If the Rights Agent provides notice of its intent to resignresigns, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, ▇▇▇▇▇▇ will promptly appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bankAgent. Notwithstanding the foregoing, if Parent shall fail fails to make such appointment within a period of sixty thirty (6030) 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 Rights Agent, then the incumbent Rights Agent any Holder may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with this Section 3.3(c) and Section 3.4, become the successor Rights AgentAgent for all purposes hereunder. (cd) Parent shall will give notice to the Holders of each resignation and each or removal of a the Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR RegisterSection 7.2. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be▇▇▇▇▇▇. (de) Notwithstanding anything else to the contrary in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall will not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international a commercial bank. (f) The Rights Agent will reasonably cooperate with Parent and any successor Rights Agent in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer of all relevant data, including the CVR Register, to the successor Rights Agent, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when ▇▇▇. Any such resignation shall take effect, which notice shall specify the date on which such resignation will take effect (which shall be sent at least 60 thirty (30) days prior to following the date that such resignation notice is delivered), and such resignation will be effective on the earlier of (x) the date so specified but in no event shall such resignation become effective until and (y) the appointment of a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has Agent. (b) Gem will have the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent written notice to the Rights Agent, specifying the date on which such removal will take effect. Such notice shall will be sent given at least 60 thirty (30) days prior to the date so specifiedspecified (or, if earlier, the appointment of the successor Rights Agent). (bc) If the Rights Agent provides notice of its intent to resignresigns, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, ▇▇▇ will promptly appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bankAgent. Notwithstanding the foregoing, if Parent shall fail ▇▇▇ fails to make such appointment within a period of sixty thirty (6030) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with this Section 3.3(c) and Section 3.4, become the successor Rights AgentAgent for all purposes hereunder. (c▇) Parent shall ▇▇▇ will give notice to the Holders of each resignation and each or removal of a the Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR RegisterSection 7.2. Each notice shall will include the name and address of the successor Rights Agent. If Parent Gem fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be▇▇▇. (de) Notwithstanding anything else to the contrary in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall Gem will not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international a commercial bank. (f) The Rights Agent will reasonably cooperate with Gem and any successor Rights Agent in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer of all relevant data, including the CVR Register, to the successor Rights Agent, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent TortoiseCorp III specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 days prior to the date so specified specified, but in no event shall will such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Parent TortoiseCorp III has the right to remove the Rights Agent at any time by specifying a date when such removal shall will take effect effect, but no such removal shall will become effective until a successor Rights Agent (that is reasonably agreeable to TortoiseCorp III) has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall will be given by Parent TortoiseCorp III to the Rights Agent, which notice shall will be sent at least 60 days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent shall, TortoiseCorp III will as soon as is reasonably practicable, possible appoint a qualified successor Rights Agent who shall (which must be a stock transfer agent of national reputation or the corporate trust department of a commercial bankPerson reasonably agreeable to ▇▇▇▇▇▇ ▇▇▇▇). Notwithstanding the foregoing, if Parent TortoiseCorp III shall fail to make such appointment within a period of sixty (60) 60 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall TortoiseCorp III will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders CSR Holders, which may be effected by any public filing or press release made or issued, as their names and addresses appear in applicable, by TortoiseCorp III, or by any other means reasonably anticipated to provide notice thereof to the CVR RegisterCSR Holders. Each notice shall will include the name and address of the successor Rights Agent. If Parent TortoiseCorp III fails to send give such notice within 10 Business Days days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall will cause the notice to be transmitted given at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may beTortoiseCorp III. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified but in no event shall and such resignation will be effective on the earlier of (x) the date so specified and (y) the appointment of a successor Rights Agent. Parent has the right to remove Rights Agent at any time by a Parent Board Resolution specifying a date when such removal will take effect, but no such removal will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall will be given by Parent to the Rights Agent, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent, by a Parent shallBoard Resolution, will as soon as is reasonably practicable, possible appoint a qualified successor Rights Agent who who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail fails to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days ten (10) days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 thirty (30) days prior to the date so specified but in no event shall specified, and such resignation will become effective until on the earlier of (i) the date so specified and (ii) the appointment of a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4Agent. Parent has the right to remove the Rights Agent at any time by a Board Resolution specifying a date when such removal shall will take effect but no such removal shall become effective until a (or, if earlier, the appointment of the successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4Agent). Notice of such removal shall will be given by Parent to the Rights Agent, which notice shall will be sent at least 60 thirty (30) days prior to the date so specified. Notwithstanding anything to the contrary contained herein, such replacement or removal of the Rights Agent shall not affect any of the provisions of this Agreement that expressly survive the termination of this Agreement, or the resignation, replacement or removal of the Rights Agent. (b) If the Rights Agent provides notice of its intent to resign, is removed or becomes incapable of acting, Parent shallParent, by a Board Resolution, will as soon as is reasonably practicable, possible appoint a qualified successor Rights Agent Agent, who shall be a stock transfer agent of or national reputation or the corporate trust department of a commercial bank. The successor Rights Agent so appointed will, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty thirty (6030) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall will give notice to each Holder of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing delivering a written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR RegisterRegister in accordance with Section 7.1. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent▇▇▇▇▇▇. Failure to give any notice provided for in this Section 3.3, however, and any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else to the contrary in this Section 3.3, unless consented to in writing by by, at the applicable time of determination, Holders of at least 33% of the then outstanding CVRs, as set forth in the CVR Register (the “Acting Holders”), Parent shall will not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international a commercial bank. (e) The Rights Agent will reasonably cooperate with Parent and any successor Rights Agent in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer of all relevant data, including the CVR Register, to the successor Rights Agent, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when Milan. Any such resignation shall take effect, which notice shall specify the date on which such resignation will take effect (which shall be sent at least 60 forty-five (45) days prior to following the date that such resignation notice is delivered), and such resignation will be effective on the earlier of (x) the date so specified but in no event shall such resignation become effective until and (y) the appointment of a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has Agent. (b) Milan will have the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent written notice to the Rights Agent, specifying the date on which such removal will take effect. Such notice shall will be sent given at least 60 forty-five (45) days prior to the date so specifiedspecified (or, if earlier, the appointment of the successor Rights Agent). (bc) If the Rights Agent provides notice of its intent to resignresigns, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, Milan will promptly appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bankAgent. Notwithstanding the foregoing, if Parent shall fail Milan fails to make such appointment within a period of sixty forty-five (6045) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with this Section 3.3(c) and Section 3.4, become the successor Rights AgentAgent for all purposes hereunder. (cd) Parent shall Milan will give notice to the Holders of each resignation and each or removal of a the Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR RegisterSection 7.2. Each notice shall will include the name and address of the successor Rights Agent. If Parent Milan fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may beMilan. (de) Notwithstanding anything else to the contrary in this Section 3.3, unless consented to in writing by the Acting Majority of Holders, Parent shall Milan will not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international a commercial bank. (f) The Rights Agent will reasonably cooperate with Milan and any successor Rights Agent in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer of all relevant data, including the CVR Register, to the successor Rights Agent.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent the CVR Issuer specifying a date when such resignation shall take effect, which notice shall be sent at least 60 sixty (60) days prior to the date so specified but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Parent The CVR Issuer has the right to remove the Rights Agent at any time by a Board Resolution specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall be given by Parent the CVR Issuer to the Rights Agent, which notice shall be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent the CVR Issuer shall, as soon as is reasonably practicable, appoint a qualified successor Rights Agent who who, unless otherwise consented to in writing by the Majority of Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period bank of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agentnational reputation. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent Promptly upon the delivery of any notice of resignation of a Rights Agent, removal of a Rights Agent or appointment of a successor Rights Agent, the CVR Issuer shall give notice of each such resignation and each such removal of a Rights Agent and each such appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If Parent the CVR Issuer fails to send such notice within 10 Business Days fifteen (15) days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent Agent, within fifteen (15) days of such failure, shall cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may beCVR Issuer. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall take effect, which notice shall be sent at least 60 sixty (60) days prior to the date so specified but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the Acting Holders or incumbent Rights Agent may apply (if the Rights Agent so elects) to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent shall give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or (in respect of CVRs registered in the name of Cede & Co. only) or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days ten (10) business days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank. (e) The Rights Agent will cooperate with P▇▇▇▇▇ and any successor Rights Agent as reasonably requested in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including transferring the CVR Register to the successor Rights Agent.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent the Company specifying a date when such resignation shall take effect, which notice shall be sent at least 60 thirty (30) days prior to the date so specified but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4specified. Parent The Company has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4effect. Notice of such removal shall be given by Parent the Company to the Rights Agent, which notice shall be sent at least 60 thirty (30) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed or becomes incapable of acting, Parent the Company shall, as soon as is reasonably practicable, appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent the Company shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Acting Holders may apply (if the Rights Agent may apply so elects) to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent The Company shall give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or (in respect of CVRs registered in the name of Cede & Co. only) or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If Parent the Company fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted at the expense of Parentthe Company. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent the Company shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank. (e) As long as all fees and charges that are due and payable to the Rights Agent for the performance of services hereunder have been paid in full, the Rights Agent will cooperate with the Company and any successor Rights Agent as reasonably requested in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including transferring the CVR Register to the successor Rights Agent. The Rights Agent shall be entitled to reimbursement by the Company for costs and expenses related to such transition services.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent Purchaser (with a copy to the Representative) specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified but in no event shall will such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Parent has The Representative shall have the right to remove the Rights Agent at any time by specifying a date when such removal shall will take effect but no such removal shall will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall will be given by Parent the Representative to the Rights AgentAgent (with a copy to Purchaser), which notice shall will be sent at least 60 sixty (60) days prior to the date so specified. (b) . If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent shall▇▇▇▇▇▇▇▇▇ and the Representative, acting in concert, will, as soon as is reasonably practicablepossible, appoint a qualified successor Rights Agent who who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. The successor Rights Agent so appointed will, forthwith upon its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. Notwithstanding the foregoing, if Parent Purchaser shall fail to make such appointment within a period of sixty (60) 60 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 Rights Agent, then the incumbent Rights Agent Acting Holders may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with Section 3.43.5, become the successor Rights Agent. (c) Parent shall . Purchaser will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall will include the name and address of the successor Rights Agent. If Parent Purchaser fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of ParentPurchaser. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (d) Notwithstanding anything else in this Section 3.3. Transition Support. Rights Agent will cooperate with ▇▇▇▇▇▇▇▇▇, unless consented to in writing by the Acting Holders, Parent shall not appoint as a Representative and any successor Rights Agent any Person that is not a stock as reasonably requested in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer agent of national reputation or all relevant data, including transferring the corporate trust department of an international commercial bankCVR Register to the successor Rights Agent.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall take effect, which notice shall be sent at least 60 days prior to the date so specified but in no event shall such resignation become effective until a (or, if earlier, the appointment of the successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Agent). (b) Parent has shall have the right to remove the Rights Agent at any time by a resolution of Parent’s board of directors specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4effect. Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 days prior to the date so specifiedspecified (or, if earlier, the appointment of the successor Rights Agent). (bc) If the Rights Agent provides notice of its intent to shall resign, is be removed or becomes become incapable of acting, Parent shall, as soon as is reasonably practicable, shall promptly appoint a qualified successor Rights Agent who shall by a resolution of Parent’s board of directors, and which successor Rights Agent shall, unless otherwise consented to in writing by the Acting Holders, be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with this Section 3.43.03(c) and Section 3.04, become the successor Rights AgentAgent for all purposes hereunder. (cd) Parent shall will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days ten (10) days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.04, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give . (e) The Rights Agent will cooperate with Parent and any notice provided for successor Rights Agent as reasonably requested in this Section 3.3, however, shall not affect connection with the legality or validity transition of the resignation or removal duties and responsibilities of the Rights Agent or the appointment of to the successor Rights Agent, as including transferring the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented CVR Register to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bankAgent.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent the Purchaser specifying a date when such resignation shall take effect, which notice shall be sent at least 60 days prior to the date so specified but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Parent The Purchaser has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4appointed. Notice of such removal shall be given by Parent the Purchaser to the Rights Agent, which notice shall be sent at least 60 days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.3(a) or becomes incapable of acting, Parent shall, the Purchaser shall as soon as is reasonably practicable, practicable appoint a qualified successor Rights Agent who who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon on its acceptance of such appointment in accordance with Section 3.4, become the successor Rights Agent. (c) Parent The Purchaser shall give deliver or cause to be delivered a notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If Parent the Purchaser fails to send deliver or cause to be delivered such notice within 10 Business Days ten days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.4, the successor Rights Agent shall cause the notice to be transmitted delivered at the expense of Parent. Failure to give the Purchaser. (d) The Rights Agent shall cooperate with the Purchaser and any notice provided for successor Rights Agent as reasonably requested in this Section 3.3, however, shall not affect connection with the legality or validity transition of the resignation or removal duties and responsibilities of the Rights Agent or the appointment of to the successor Rights Agent, as including transferring the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented CVR Register to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bankAgent.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when P▇▇▇▇▇. Any such resignation shall take effect, which notice shall specify the date on which such resignation will take effect (which shall be sent at least 60 thirty (30) days prior to following the date that such resignation notice is delivered), and such resignation will be effective on the earlier of (x) the date so specified but in no event shall such resignation become effective until and (y) the appointment of a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Agent. (b) Parent has will have the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent written notice to the Rights Agent, specifying the date on which such removal will take effect. Such notice shall will be sent given at least 60 thirty (30) days prior to the date so specifiedspecified (or, if earlier, the appointment of the successor Rights Agent). (bc) If the Rights Agent provides notice of its intent to resignresigns, is removed or becomes incapable of acting, Parent shall, as soon as is reasonably practicable, P▇▇▇▇▇ will promptly appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bankAgent. Notwithstanding the foregoing, if Parent shall fail fails to make such appointment within a period of sixty thirty (6030) 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 Rights Agent, then the incumbent Rights Agent any Holder may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with this Section 3.3(c) and Section 3.4, become the successor Rights AgentAgent for all purposes hereunder. (cd) Parent shall will give notice to the Holders of each resignation and each or removal of a the Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR RegisterSection 7.2. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give any notice provided for in this Section 3.3, however, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may beP▇▇▇▇▇. (de) Notwithstanding anything else to the contrary in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall will not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international a commercial bank. (f) The Rights Agent will reasonably cooperate with Parent and any successor Rights Agent in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including the transfer of all relevant data, including the CVR Register, to the successor Rights Agent, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall will take effect, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified but in no event shall and such resignation will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4on the date so specified. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall will take effect but no and such removal shall will become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4on the date so specified. Notice of such removal shall will be given by Parent to the Rights Agent, which notice shall will be sent at least 60 sixty (60) days prior to the date so specified. (b) If the Rights Agent provides notice of its intent to resign, is removed pursuant to Section 3.4(a) or becomes incapable of acting, Parent shall, will as soon as is reasonably practicablepossible, appoint a qualified successor Rights Agent who who, unless otherwise consented to in writing by the Acting Holders, shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shallwill, forthwith upon its acceptance of such appointment in accordance with Section 3.43.5, become the successor Rights Agent. (c) Parent shall will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 ten (10) Business Days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.5, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure ; provided that failure to give any notice provided for in this Section 3.3, however3.4(a), shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be, in each case, in accordance with this Section 3.4. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a The Rights Agent will reasonably cooperate with P▇▇▇▇▇ and any successor Rights Agent as reasonably requested in connection with the transition of the duties and responsibilities of the Rights Agent to the successor Rights Agent, including transferring the CVR Register to the successor Rights Agent, but such predecessor Rights Agent shall not be required to make any Person that is not a stock transfer agent of national reputation additional expenditure without compensation or reimbursement by Parent or assume any additional liability in connection with the corporate trust department of an international commercial bankforegoing.

Resignation and Removal; Appointment of Successor. (a) The Rights Agent may resign at any time by giving written notice thereof to Parent the Issuer specifying a date when such resignation shall take effect, which notice shall be sent at least 60 days prior to the date so specified but in no event shall such resignation become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Parent has the right to remove the Rights Agent at any time by specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 ninety (90) days prior to the date so specified. (b) The Issuer shall have the right to remove the Rights Agent at any time by a resolution of the specifying a date when such removal shall take effect; provided that if the Issuer is not Parent, the Rights Agent may not be so removed without the prior written consent of Parent. (c) If the Rights Agent provides notice of its intent to shall resign, is be removed or becomes become incapable of acting, Parent shall, as soon as is reasonably practicable, the Issuer shall promptly appoint a qualified successor Rights Agent who shall be a stock transfer agent of national reputation or Agent; provided that if the corporate trust department of a commercial bank. Notwithstanding Issuer is not Parent, the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent successor Rights Agent may apply to any court not be so appointed without the prior written consent of competent jurisdiction for the appointment of a new Rights AgentParent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with this Section 3.44.3(c), become the successor Rights Agent. (cd) Parent shall give notice of each resignation and each removal of If a successor Rights Agent has not been appointed and each has not accepted such appointment by the end of the ninety (90) day period specified in Section 4.3(a), the Rights Agent may apply to a court of competent jurisdiction for the appointment of a successor Rights Agent through Agent, and the facilities of DTC costs, expenses and reasonable attorneys’ fees which are incurred in connection with such a proceeding shall be paid in accordance with DTC’s procedures and/or by mailing written notice of Section 4.2(g) hereof. Any such event by first-class mail successor to the Holders as their names Rights Agent shall agree to be bound by the terms of this Agreement and addresses appear in the CVR Register. Each notice shall include the name and address shall, upon receipt of the successor all relevant books and records relating thereto, become the Rights AgentAgent hereunder. If Parent fails Upon delivery of all of the relevant books and records, pursuant to send such notice within 10 Business Days after acceptance the terms of appointment by this Section 4.3(d) to a successor Rights Agent, the successor Rights Agent shall cause the notice thereafter (but not before) be discharged from any further obligations hereunder. The Rights Agent is hereby authorized, in any and all events, to comply with and obey any and all final judgments, orders and decrees of any court of competent jurisdiction which may be transmitted at the expense of Parent. Failure to give any notice provided for in this Section 3.3filed, howeverentered or issued, and all final arbitration awards and, if it shall so comply or obey, it shall not affect the legality be liable to any other person by reason of such compliance or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may beobedience. (d) Notwithstanding anything else in this Section 3.3, unless consented to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bank.

Resignation and Removal; Appointment of Successor. (a) i. The Rights Agent may resign at any time by giving written notice thereof to Parent specifying a date when such resignation shall take effect, which notice shall be sent at least 60 days prior to the date so specified but in no event shall such resignation become effective until a (or, if earlier, the appointment of the successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4Agent). ii. Parent has shall have the right to remove the Rights Agent at any time by a resolution of Parent’s board of directors specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4effect. Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 days prior to the date so specifiedspecified (or, if earlier, the appointment of the successor Rights Agent). (b) iii. If the Rights Agent provides notice of its intent to shall resign, is be removed or becomes become incapable of acting, Parent shall, as soon as is reasonably practicable, shall promptly appoint a qualified successor Rights Agent who shall by a resolution of Parent’s board of directors, and which successor Rights Agent shall, unless otherwise consented to in writing by the Acting Holders, be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment within a period of sixty (60) 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 Rights Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. The successor Rights Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with this Section 3.43.03(c) and Section 3.04, become the successor Rights AgentAgent for all purposes hereunder. (c) iv. Parent shall will give notice of each resignation and each removal of a Rights Agent and each appointment of a successor Rights Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall will include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days ten (10) days after acceptance of appointment by a successor Rights AgentAgent in accordance with Section 3.04, the successor Rights Agent shall will cause the notice to be transmitted mailed at the expense of Parent. Failure to give P▇▇▇▇▇. v. The Rights Agent will cooperate with P▇▇▇▇▇ and any notice provided for successor Rights Agent as reasonably requested in this Section 3.3, however, shall not affect connection with the legality or validity transition of the resignation or removal duties and responsibilities of the Rights Agent or the appointment of to the successor Rights Agent, as including transferring the case may be. (d) Notwithstanding anything else in this Section 3.3, unless consented CVR Register to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bankAgent.

Resignation and Removal; Appointment of Successor. (a) The Rights CVR Agent may resign and be discharged from its duties under this Agreement at any time by giving written notice thereof to Parent the Company specifying a date when such resignation shall take effect, which notice shall be sent at least 60 30 days prior to the date so specified but in no event shall specified, and such resignation become effective until a successor Rights Agent has been appointed and accepted shall take effect on such appointment in accordance with Section 3.4. Parent has specified date. (b) The Company shall have the right to remove the Rights CVR Agent at any time by for any reason or no reason upon at least 30 days’ notice, specifying a date when such removal shall take effect but no such removal shall become effective until a successor Rights Agent has been appointed and accepted such appointment in accordance with Section 3.4. Notice of such removal shall be given by Parent to the Rights Agent, which notice shall be sent at least 60 days prior to the date so specifiedeffect. (bc) If the Rights CVR Agent provides notice of its intent to shall resign, is removed be removed, or becomes become incapable of acting, Parent shall, as soon as is reasonably practicable, appoint a qualified successor Rights Agent who the Company shall be a stock transfer agent of national reputation or the corporate trust department of a commercial bank. Notwithstanding the foregoing, if Parent shall fail to make such appointment promptly (and in any event within a period of sixty (60) 30 days after giving notice of such the CVR Agent’s removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights CVR Agent, then the incumbent Rights Agent may apply to any court of competent jurisdiction for the appointment of ’s resignation) appoint a new Rights qualified successor CVR Agent. The predecessor CVR Agent shall deliver any funds held in connection with this Agreement to any such successor Rights CVR Agent at or prior to the effectiveness of the predecessor CVR Agent’s resignation or removal. The successor CVR Agent so appointed shall, forthwith upon its acceptance of such appointment in accordance with this Section 3.3(c) and Section 3.4, become the successor Rights CVR Agent. (cd) Parent The Company, or at the Company’s request the successor CVR Agent, shall give notice of each resignation and each removal of a Rights the CVR Agent and each appointment of a such successor Rights CVR Agent through the facilities of DTC in accordance with DTC’s procedures and/or by mailing written Making Available notice of such event by first-class mail to the Holders as their names and addresses appear in the CVR Register. Each notice shall include the name and address of the successor Rights Agent. If Parent fails to send such notice within 10 Business Days after acceptance of appointment by a successor Rights Agent, the successor Rights Agent shall cause the notice to be transmitted at the expense of ParentHolders. Failure to give Make Available any such notice provided for in this Section 3.3to the Holders, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights CVR Agent or the appointment of the a successor Rights CVR Agent, as the case may be. (de) Notwithstanding anything else in this Section 3.3, unless consented The CVR Agent shall deliver all of the relevant books and records to in writing by the Acting Holders, Parent shall not appoint as a successor Rights Agent any Person that is not a stock transfer agent of national reputation or the corporate trust department of an international commercial bankCVR Agent.