Common use of Change of Rights Agent Clause in Contracts

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Preferred Shares by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Preferred Shares by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbia, in good standing, which is authorized under such laws to exercise corporate trust or share transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, any further assurance, conveyance, act or deed necessary for that purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Preferred Shares, and, following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to BAM and the Company and to each transfer agent of the Ordinary Class A Shares or Preferred Shares and the BBU Units by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company BAM may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Class A Shares or Preferred Shares and the BBU Units by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company BAM shall appoint a successor to the Rights Agent. If the Company BAM shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company)Class A Shareholder, then the incumbent Rights Agent or registered holder of any Right Certificate Class A Shareholder may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company BAM or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or the laws of any state of the United States or the District of ColumbiaStates, in good standing, which is authorized under such laws to exercise corporate trust or share transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 100 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, including, without limitation, the Collateral Account, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company BAM shall file notice thereof in writing with the predecessor Rights Agent Agent, the Company, and each transfer agent of the Ordinary Class A Shares or Preferred Shares, and, following and the Distribution Date, mail a notice thereof in writing to the registered holders of the Right CertificatesBBU Units. Failure to give any notice provided for in this Section 2115, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Common Shares or and Preferred Shares by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Common Shares or and Preferred Shares by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or of the laws State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of Wisconsin or the District of ColumbiaNew York), in good standing, having an office in the State of Wisconsin or New York, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has or is a subsidiary of a corporation which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 100 million, or (b) an Affiliate affiliate of such a Personcorporation described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Common Shares or and Preferred Shares, and, following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares Common Stock or Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares Common Stock or Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbia, in good standingState thereof, which is authorized under such laws to exercise corporate trust or share transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares Common Stock or Preferred SharesStock, and, following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days’ prior notice in writing mailed to the Company Company, and to each transfer agent of the Ordinary Shares or Preferred Shares Stock and the Common Stock, by registered or certified mail, and, following in which case the Distribution Date, Company shall give or cause to be given written notice to the registered holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days’ prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and the Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, and to the registered holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 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 or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the incumbent Rights Agent or any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person organized and doing business under the laws of the United States or the laws of any state of the United States or the District of ColumbiaStates, in good standing, which is authorized under such laws to exercise corporate trust trust, stock transfer, or share transfer or shareowner stockholder services powers and powers, is be subject to supervision or examination by federal or state authority authorities, and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 50,000,000 or (b) an Affiliate of such a PersonPerson described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and the Preferred SharesStock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights Certificates by first-class mail. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty days’ ' notice in writing mailed to the Company Company, and shall provide notice thereof to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock, by registered or certified mail, andand to the holders of the Rights Certificates in accordance with Section 26 hereof, following or, if prior to the Distribution Date, to the holders of Rights through any filing made by the Right Certificates by first-class mailCompany pursuant to the Exchange Act. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty days’ ' notice in writing, writing mailed to the Rights Agent or successor Rights Agent, as the case may be, and shall provide notice thereof to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock, by registered or certified mail, andand to the holders of the Rights Certificates in accordance with Section 26 hereof, following or, if prior to the Distribution Date, to the holders of Rights through any filing made by the Right Certificates by first-class mailCompany pursuant to the Exchange Act. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty 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 or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the incumbent Rights Agent or any registered holder of any Right Rights Certificate or the resigning or removed Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or of the laws State of Kansas, the State of Missouri or the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of Kansas, the State of Missouri or the District State of ColumbiaNew York), in good standing, having a principal office in the State of Kansas, the State of Missouri or the State of New York, which is authorized under such laws to exercise corporate trust or share transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of such a Person100,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and the Preferred SharesStock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights Certificates in accordance with Section 26 hereof, or, if prior to the Distribution Date, give notice to the holders of Rights through any filing made by the Company pursuant to the Exchange Act. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ thirty days notice in writing mailed to the Company and and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the Ordinary Common Shares or and the Preferred Shares by registered or certified mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, and, following the Distribution Date, Rights Agent will be deemed to the holders have resigned automatically and be discharged from its duties under this Agreement as of the Right Certificates by first-class maileffective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ thirty days notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Common Shares or and the Preferred Shares by registered or certified mail, and, following after the Distribution Date, to the holders of the Right Certificates by first-first class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty 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 or by the holder of a Right Certificate (who shall, with such notice, submit his such Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation or trust company organized and doing business under the laws of the United States or the laws of any state of the United States or the District of ColumbiaStates, in good standing, which is authorized under such laws to exercise corporate trust or share transfer or shareowner services powers and powers, is subject to supervision or examination by federal or state authority authority, and which has has, along with its Affiliates, at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but , and the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and shall execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Common Shares or and the Preferred Shares, and, following after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days’ notice in writing mailed to the Company Company, and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock (to the extent the Rights Agent is not acting in such capacities), by registered or certified mail, and, following if such resignation occurs after the Distribution Date, to the registered holders of the Right Rights Certificates by first-class mail. In the event any transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may may, in its sole discretion, remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock, by registered or certified mail, and, following if such removal occurs after the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 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 or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right or her Rights Certificate for inspection by the Company), then the incumbent Rights Agent or any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person legal business entity organized and doing business under the laws of the United States of America or the laws of any state of the United States of America or the District of Columbia, in good standing, which is authorized under such laws to exercise corporate trust or share trust, stock transfer or shareowner stockholder services powers and is subject to supervision or examination by federal or state authority and which has has, acting with its Affiliates, at the time of its appointment as Rights Agent a combined capital and surplus of at least fifty million dollars ($50 million, 50,000,000) or (b) an Affiliate of such a PersonPerson described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for the purpose; provided that purposethe predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and the Preferred SharesStock, and, following if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares Common Stock or Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares Common Stock or Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person bank or corporation organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbia, in good standing, having an office in the State of Illinois, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares Common Stock or Preferred SharesStock, and, following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor ---------------------- Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares Common Stock or Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares Common Stock or Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbia, in good standing, having an office in the State of Texas or the State of New York, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares Common Stock or Preferred SharesStock, and, following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days’ notice in writing writing, or such earlier period as shall be agreed to in writing, mailed to the Company and to each transfer agent of the Ordinary Shares or Preferred Shares Common Stock known to the Rights Agent by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days’ notice in writing, or such earlier period as shall be agreed to in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Preferred Shares Common Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered the holder of record of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person organized and doing business under the laws of the United States or the laws of any state of the United States or the District of ColumbiaState thereof, in good standing, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 50,000,000 or (b) an Affiliate controlled by a Person described in clause (a) of such a Personthis sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Preferred SharesCommon Stock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation resignation, replacement or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to BAM and the Company and to each transfer agent of the Ordinary Shares or Preferred Shares by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mailCompany. The Company BAM may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing, either (i) mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Preferred Shares by registered or certified mail, and, following the Distribution Date, mail or (ii) sent to the holders of Rights Agent or successor Rights Agent, as the Right Certificates by first-class mailcase may be, via email (with receipt confirmed). If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company BAM shall appoint a successor to the Rights Agent. If the Company BAM shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company)Class A Shareholder, then the incumbent Rights Agent or registered holder of any Right Certificate Class A Shareholder may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company BAM or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or the laws of any state of the United States or the District of ColumbiaStates, in good standing, which is authorized under such laws to exercise corporate trust or share transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 100 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, hereunder and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company BAM shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Preferred Shares, and, following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right CertificatesCompany. Failure to give any notice provided for in this Section 2113, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ prior notice in writing mailed to the Company and and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the Ordinary Common Shares of the Company or Preferred Shares by registered or certified mail, and, following the Distribution Date, known to the holders Rights Agent. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the Right Certificates by first-class maileffective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days’ prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Common Shares of the Company or Preferred Shares by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who which holder shall, with such notice, submit his such holder’s Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a Person Person, other than a natural Person, organized and doing business under the laws of the United States (or the laws of any state of the United States or the District of ColumbiaStates), in good standing, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has has, along with its Affiliates, at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, million or (b) an Affiliate or direct or indirect wholly-owned Subsidiary of such a PersonPerson or its wholly-owning parent. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that such purpose, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing; and, except as the context herein otherwise requires, such successor Rights Agent shall be deemed to be the “Rights Agent” for all purposes of this Agreement. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Common Shares of the Company or Preferred Shares, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon at least 30 days’ notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Preferred Shares by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mailCompany. The Company may remove the Rights Agent or any successor Rights Agent upon at least 30 days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock, by registered or certified mail, and, following if such removal occurs after the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign resigns or be is removed or shall otherwise become becomes incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail fails to make such appointment within a period of 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 or by the holder of a Right Rights Certificate (who such holder shall, with such notice, submit his Right its Rights Certificate for inspection by the Company), then the incumbent Rights Agent or any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person organized and doing business under the laws of the United States or the laws of any state of the United States or the District of ColumbiaState thereof, in good standing, which is authorized under such laws to exercise corporate trust or share trust, stock transfer or shareowner stockholder services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent has, or with its parent has, a combined capital and surplus of at least $50 million, 50,000,000 or (b) an Affiliate affiliate of such a PersonPerson described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent under this Agreement without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and the Preferred SharesStock, and, following if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty days’ notice in writing mailed to the Company and and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the Ordinary Common Shares or and the Preferred Shares by registered or certified mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, and, following the Distribution Date, Rights Agent will be deemed to the holders have resigned automatically and be discharged from its duties under this Agreement as of the Right Certificates by first-class maileffective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Common Shares or and the Preferred Shares by registered or certified mail, and, following after the Distribution Date, to the holders of the Right Certificates by first-first class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty 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 or by the holder of a Right Certificate (who shall, with such notice, submit his such Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation or trust company organized and doing business under the laws of the United States or the laws of any state of the United States or the District of ColumbiaStates, in good standing, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and powers, is subject to supervision or examination by federal or state authority authority, and which has has, along with its Affiliates, at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but , and the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and shall execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Common Shares or and the Preferred Shares, and, following after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Unless the Company and the Rights Agent agree to a shorter time period, the Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 15 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Preferred Shares Common Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Unless the Company and the Rights Agent agree to a shorter time period, the Company may remove the Rights Agent or any successor Rights Agent upon 30 15 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Preferred Shares Common Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 15 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or of the laws State of California (or of any other state of the United States or so long as such corporation is authorized to do business as a banking institution in the District State of Columbia, California) in good standing, having a stock transfer office in the State of California, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of such a Person100,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; , but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Preferred Shares, and, following the Distribution Date, Common Stock and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Common Stock and the Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and the Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. Notwithstanding the foregoing provisions of this Section 21, in no event shall the resignation or removal of a Rights Agent be effective until a successor Rights Agent shall have been appointed and have accepted such appointment. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered the holder of record of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbiathereof, in good standing, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination in the conduct of its corporate trust or stock transfer business by federal or state authority authorities and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 5,000,000 or (b) an Affiliate controlled by a corporation described in clause (a) of such a Personthis sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; , but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and Preferred SharesStock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be. Notwithstanding the foregoing provisions, in the event of resignation, removal or incapacity of the Rights Agent, the Company shall have the authority to act as the Rights Agent until a successor Rights Agent shall have assumed the duties of the Rights Agent hereunder.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days’ days notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Common Stock and the Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days’ days notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and the Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. Notwithstanding the foregoing provisions of this Section 21, in no event shall the resignation or removal of a Rights Agent be effective until a successor Rights Agent shall have been appointed and have accepted such appointment. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the incumbent Rights Agent or registered the holder of record of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbiathereof, in good standing, which is authorized under such laws to exercise corporate trust or share transfer or shareowner services powers and is subject to supervision or examination by federal or state authority authorities and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 50,000,000 or (b) an Affiliate controlled by a Person described in clause (a) of such a Personthis sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; , but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and Preferred SharesStock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be. Notwithstanding the foregoing provisions, in the event of resignation, removal or incapacity of the Rights Agent, the Company shall have the authority to act as the Rights Agent until a successor Rights Agent shall have assumed the duties of the Rights Agent hereunder.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Common Stock and Series AA Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and Series AA Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mailmail or, prior to the Distribution Date, through any filing made by the Company pursuant to the Exchange Act. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who which holder shall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person organized and doing business under the laws of the United States or the laws of any state (so long as such Person is authorized to do business in the State of the United States New York or the District State of ColumbiaCalifornia), in good standing, having an office in the States of New York or California, which is authorized under such laws to exercise corporate trust shareholder services business or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate affiliate of such a PersonPerson described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and Series AA Preferred SharesStock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right CertificatesCertificates or, prior to the Distribution Date, through any filing made by the Company pursuant to the Securities Exchange Act of 1934, as amended. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 30-days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Common Shares or Preferred Shares by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mailCertificates. The Company may remove the Rights Agent or any successor Rights Agent upon 30 30-days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Common Shares or Preferred Shares by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mailCertificates. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or of the laws State of New York (or of any other state of the United States or so long as such corporation is authorized to do business as a banking institution in the District State of ColumbiaNew York, in good standing, having an office in the State of New York), which is (i) authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, million or (bii) an Affiliate affiliated with a corporation described in clause (i) of such a Personthis sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Common Shares or Preferred Shares, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Common Stock and the Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and the Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. Notwithstanding the foregoing provisions of this Section 21, in no event shall the resignation or removal of a Rights Agent be effective until a successor Rights Agent shall have been appointed and have accepted such appointment. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his or her Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered the holder of record of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbiathereof, in good standing, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination in the conduct of its corporate trust or stock transfer business by federal or state authority authorities and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million5,000,000, or (b) an Affiliate controlled by a corporation described in clause (a) of such a Personthis sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; , but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and Preferred SharesStock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be. Notwithstanding the foregoing provisions, in the event of resignation, removal or incapacity of the Rights Agent, the Company shall have the authority to act as the Rights Agent until a successor Rights Agent shall have assumed the duties of the Rights Agent hereunder.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares Common Stock or Preferred Shares Stock known to the Rights Agent by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-first class mailmail or, prior to the Distribution Date, through any filing made by the Company pursuant to the Exchange Act. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who which holder shall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation or other entity organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbiastate, in good standing, having an office in the States of New York or Missouri, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate affiliate of such a Personcorporation or other entity described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and Preferred SharesStock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right CertificatesCertificates or, prior to the Distribution Date, through any filing made by the Company pursuant to the Securities Exchange Act of 1934, as amended. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days’ days notice in writing writing, or such earlier period as shall be agreed to in writing, mailed to the Company and to each transfer agent of the Ordinary Shares or Preferred Shares Stock and the Common Stock by registered or certified mail, and, following at the Distribution Dateexpense of the Company, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days’ days notice in writing, or such earlier period as shall be agreed to in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Preferred Shares Stock and the Common Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. Notwithstanding the foregoing provisions of this Section 21, in no event shall the registration or removal of a Rights Agent be effective until a successor Rights Agent shall have been appointed and have accepted such appointment. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered the holder of record of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or the laws of any state of the United States or the District of ColumbiaState thereof, in good standing, which is authorized under such 37 laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 50,000,000 or (b) an Affiliate controlled by a corporation described in clause (a) of such a Personthis sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Preferred SharesStock and the Common Stock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Preferred Common Shares by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Preferred Common Shares by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of record of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation by the resigning Rights Agent, then the holder of record of any Right Certificate or the Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbiaso long as such Person is authorized to perform shareholder services, is in good standing, which is authorized under such laws to exercise corporate trust or share transfer or shareowner services powers powers, and is subject to supervision or examination by federal or state authority authority, and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Preferred Common Shares, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of record of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor ---------------------- Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares Common Stock or Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares Common Stock or Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbia, in good standing, having an office in the State of California or the State of New York, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares Common Stock or Preferred SharesStock, and, following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares Common Stock or Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares Common Stock or Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights AgentAgent or its agents, whether appointed by the Company or by such a court, shall be (a) a Person corporation or bank organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbia, in good standing, having an office in the State of Arizona or the State of New York, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares Common Stock or Preferred SharesStock, and, following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties as Rights Agent under this Agreement upon 30 thirty (30) days’ prior notice in writing mailed delivered to the Company and Company, to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares by registered or certified mailStock, and, following if such resignation occurs after the Distribution Date, to the registered holders of the Right Certificates by first-class mailRights, in each case, in accordance with Section 26 of this Agreement. The Company may may, in its sole discretion, remove the Rights Agent at any time, with or any successor Rights Agent without cause, upon 30 thirty (30) days’ prior notice in writing, mailed delivered to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares by registered or certified mailStock, and, following if such removal occurs after the Distribution Date, to the registered holders of the Right Certificates by first-class mailRights, in each case, in accordance with Section 26 of this Agreement. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving delivering written notice of such removal or after it has been notified in writing received written notice of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the any registered holder of a Right Certificate Rights (who shall, with such notice, submit his Right his, her or its Rights Certificate for inspection by the Company), then the incumbent Rights Agent or any registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction a Selected Court for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a courtSelected Court, shall be (a) a Person legal business entity organized and doing business under the laws of the United States or the laws of any state of the United States or the District of ColumbiaState thereof, in good standing, which and having an office in the State of New York, that is authorized under such laws to exercise corporate trust or share trust, stock transfer or shareowner stockholder services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital (including its direct and indirect parents and Subsidiaries) and surplus of at least $50 million, 100,000,000 or (b) an Affiliate affiliate of such a Personlegal business entity described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent under this Agreement without further act or deed; but provided that the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and the Preferred SharesStock, and, following if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' prior notice in writing mailed to the Company and to each transfer agent of the Ordinary Common Shares or Preferred Shares by registered or certified mailin accordance with Section 27 hereof, and, following the Distribution Date, and to the holders of the Right Rights Certificates by first-class mailmail at the expense of the Company. In the event the agent relationship between the parties hereto terminates, the Rights Agent will be deemed to resign automatically on the effective date of such termination; and any required notice will be sent by the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' prior notice in writing, mailed writing sent to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Common Shares or Preferred Shares by registered or certified mailin accordance with Section 27 hereof, and, following the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign resigns or be is removed or shall otherwise become becomes incapable of acting, the Company shall will appoint a successor to the Rights Agent. If the Company shall fail fails to make such appointment within a period of 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 or by the holder of a Right Rights Certificate (who shallwill, with such notice, submit his Right Rights Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall will be (a) a Person an entity organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbia, (so long as such entity is in good standing), and which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority authority, and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 100 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall will deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act act, or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Common Shares or Preferred Shares, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 2122, however, or any defect therein, 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.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days’ ' notice in writing mailed to the Company Corporation, and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. The Company Corporation may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 thirty (30) days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock, by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company Corporation shall appoint a successor to the Rights Agent. If the Company Corporation shall fail to make such appointment within a period of 30 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 or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the CompanyCorporation), then the incumbent Rights Agent or any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or the laws of any other state of the United States or the District of Columbia, in good standing, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus deemed by the Corporation's Board of at least $50 million, or (b) an Affiliate of such a PersonDirectors to be reasonable under the circumstances. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company Corporation shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and the Preferred SharesStock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, Agents as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing mailed to the Company and and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, notice shall be given by the Company to each transfer agent of the Ordinary Common Shares or Preferred Shares by registered or certified mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, and, following the Distribution Date, Rights Agent will be deemed to the holders have resigned automatically and be discharged from its duties as Rights Agent under this Agreement as of the Right Certificates by first-class maileffective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Common Shares or Preferred Shares by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class first‑class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who which holder shall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a Person organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbiaso long as such corporation is authorized to do business as a banking institution in such state), in good standing, standing which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, million (including its direct and indirect parents and Subsidiaries) or (b) an Affiliate or direct or indirect wholly-owned Subsidiary of such a PersonPerson or its wholly-owning parent. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Common Shares or Preferred Shares, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to BAM and the Company and to each transfer agent of the Ordinary Class A Shares or Preferred Shares and the BEP Units by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company BAM may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Class A Shares or Preferred Shares and the BEP Units by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company BAM shall appoint a successor to the Rights Agent. If the Company BAM shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company)Class A Shareholder, then the incumbent Rights Agent or registered holder of any Right Certificate Class A Shareholder may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company BAM or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or the laws of any Table of Contents state of the United States or the District of ColumbiaStates, in good standing, which is authorized under such laws to exercise corporate trust or share transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 100 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, including, without limitation, the Collateral Account, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company BAM shall file notice thereof in writing with the predecessor Rights Agent Agent, the Company, and each transfer agent of the Ordinary Class A Shares or Preferred Shares, and, following and the Distribution Date, mail a notice thereof in writing to the registered holders of the Right CertificatesBEP Units. Failure to give any notice provided for in this Section 2115, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares Common Stock or Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, at the expense of the Company, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares Common Stock or Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or the laws of any other state of the United States or the District of Columbia, in good standing, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 25 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares Common Stock or Preferred SharesStock, and, following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing mailed to BAM and the Company and to each transfer agent of the Ordinary Class A Shares or Preferred Shares and the BIP Units by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company BAM may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Class A Shares or Preferred Shares and the BIP Units by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company BAM shall appoint a successor to the Rights Agent. If the Company BAM shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company)Class A Shareholder, then the incumbent Rights Agent or registered holder of any Right Certificate Class A Shareholder may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company BAM or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or the laws of any state of the United States or the District of ColumbiaStates, in good standing, which is authorized under such laws to exercise corporate trust or share transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 100 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, including, without limitation, the Collateral Account, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company BAM shall file notice thereof in writing with the predecessor Rights Agent Agent, the Company, and each transfer agent of the Ordinary Class A Shares or Preferred Shares, and, following and the Distribution Date, mail a notice thereof in writing to the registered holders of the Right CertificatesBIP Units. Failure to give any notice provided for in this Section 2115, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares Common Stock or Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares Common Stock or Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may or the Rights Agent may, at the expense of the Company, apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person organized and doing business under the laws of the United States or the laws of any state of the United States State thereof or the District of Columbia, in good standing, which is authorized under such laws to perform shareholder services and exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent has a combined capital and surplus of at least $50 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares Common Stock or Preferred SharesStock, and, following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon at least 30 days’ notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock (only if the transfer agent is not also the Rights Agent) by registered or certified mailrecognized national overnight delivery service. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, and, following the Distribution Date, Rights Agent will be deemed to have resigned on the holders 10th Business Day after such termination and be discharged from its duties as Rights Agent under this Agreement as of the Right Certificates by first-class maileffective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove (with or without cause) the Rights Agent or any successor Rights Agent upon at least 30 days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock by recognized national overnight delivery service, registered or certified mail, and, following after the Distribution Date, to the holders of the Right Certificates by first-class mailCertificates. If the Rights Agent shall resign resigns or be is removed or shall otherwise become becomes incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail fails to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his its Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person organized an entity organized, in good standing and doing business under the laws of the United States or the laws of any state of the United States or the District of ColumbiaStates, in good standing, which is is, authorized under such laws to exercise stock transfer or stockholder services powers, or corporate trust or share transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has has, together with its Affiliates, at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 50,000,000 or (b) an Affiliate of such a Personan entity described in ‎Section 19(a). After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and the Preferred SharesStock, and, following if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right CertificatesCertificates in accordance with ‎Section 23. Failure to give or mail any notice provided for in this Section 21, however‎Section 19, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Preferred Shares Stock and the Common Stock by registered or certified mail, and, following the Distribution Date, mail and to the holders holders, if any, of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Preferred Shares Stock and the Common Stock by registered or certified mail, and, following the Distribution Date, mail and to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. Notwithstanding the foregoing provisions of this Section 21, in no event shall the resignation or removal of a Rights Agent be effective until a successor Rights Agent shall have been appointed and have accepted such appointment. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or of the laws State of Texas or of any other state of the United States (so long as such corporation is authorized to conduct a stock transfer or the District of Columbiacorporate trust business), in good standing, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination in the conduct of its corporate trust or stock transfer business by federal or state authority authorities and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 50,000,000 or (b) an Affiliate controlled by a corporation described in clause (a) of such a Personthis sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Preferred SharesStock and the Common Stock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be. Notwithstanding the foregoing provisions, in the event of resignation, removal or incapacity of the Rights Agent, the Company shall have the authority to act as the Rights Agent until a successor Rights Agent shall have assumed the duties of the Rights Agent hereunder.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Common Shares or Preferred Shares by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Common Shares or Preferred Shares by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who which holder shall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person organized and doing business under the laws of the United States or the laws of any state of the United States or the District of ColumbiaStates, in good standing, which is authorized standing under such laws to exercise corporate trust or share transfer or shareowner services powers and is laws, subject to supervision or examination by federal or state authority and which has having at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, million or (b) an Affiliate of such a PersonPerson described in clause (a) of this sentence, in good standing under the laws of the jurisdiction in which it is organized. After appointment, and its written acceptance of such appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property property, records, files, data or other materials at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Common Shares or Preferred Shares, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Common Shares or Preferred Shares by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to resign automatically on the effective date of such termination; and any required notice will be sent by the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Common Shares or Preferred Shares by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his such holder's Right Certificate or, before the Distribution Date, certificate representing Common Shares, for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of the United States or of any state thereof having competent jurisdiction over such matter for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (ai) a Person organized and doing business under the laws of the United States or of the laws State of California (or of any other state of the United States or the District of ColumbiaStates), so long as such Person in good standing, which is authorized under such laws to exercise corporate trust or share transfer or shareowner services shareholder service powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, million dollars or (bii) an Affiliate of such a PersonPerson described in clause (i) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Common Shares or Preferred Shares, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor ----------------------- Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Preferred Shares Common Stock of the Company by registered or certified mail, mail and, following if such resignation occurs after the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, writing mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Preferred Shares Common Stock of the Company by registered or certified mail, mail and, following if such removal occurs after the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the incumbent Rights Agent or any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. If no successor Rights Agent shall have been appointed within 30 days from the effectiveness of such removal, resignation or incapacity and no registered holder of any Rights Certificate has applied pursuant to this Agreement for the appointment of a new Rights Agent, the Company automatically shall be designated as successor Rights Agent. Any successor Rights Agent, whether Agent appointed by the Company or by such a court, court shall be (a) a Person corporation organized and doing business under the laws of the United States or the laws of any state of the United States or the District of ColumbiaStates, in good standing, which is authorized to do business as a banking institution in such state, is authorized under such laws to exercise corporate trust or share stock transfer or shareowner shareholder services powers and powers, is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 50,000,000 or (b) an Affiliate of such a Personcorporation described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, hereunder and shall execute and deliver, if applicable, any further assurance, conveyance, act or deed necessary for that purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Preferred SharesCommon Stock of the Company, and, following the Distribution Date, and shall mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty days’ notice in writing mailed to the Company and and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, if known to the Rights Agent, to each transfer agent of the Ordinary Common Shares or and the Preferred Shares by registered or certified mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, and, following the Distribution Date, Rights Agent will be deemed to the holders have resigned automatically and be discharged from its duties under this Agreement as of the Right Certificates by first-class maileffective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Common Shares or and the Preferred Shares by registered or certified mail, and, following after the Distribution Date, to the holders of the Right Certificates by first-first class mail. If the Rights Agent shall resign or be removed removed, or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty 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 Agent, or by the holder of a Right Certificate (who shall, with such notice, submit his such Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person organized and doing business under the laws of the United States or the laws of any state of the United States or the District of ColumbiaStates, in good standing, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and powers, is subject to supervision or examination by federal or state authority authority, and which has has, along with its Affiliates, at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but , and the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and shall execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose; provided, that, such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Common Shares or and the Preferred Shares, and, following after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days’ notice in writing writing, or such earlier period as shall be agreed to in writing, mailed to the Company and to each transfer agent of the Ordinary Shares or Preferred Shares Common Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days’ notice in writing, or such earlier period as shall be agreed to in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Preferred Shares Common Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered the holder of record of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person organized and doing business under the laws of the United States or the laws of any state of the United States or the District of ColumbiaState thereof, in good standing, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 50,000,000 or (b) an Affiliate controlled by a Person described in clause (a) of such a Personthis sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Preferred SharesCommon Stock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation resignation, replacement or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days’ days notice in writing writing, or such earlier period as shall be agreed to in writing, mailed to the Company and to each transfer agent of the Ordinary Shares or Preferred Shares Stock and the Company Common Stock by registered or certified mail, and, following at the Distribution Dateexpense of the Company, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days’ days notice in writing, or such earlier period as shall be agreed to in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Preferred Shares Stock and the Company Common Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. Notwithstanding the foregoing provisions of this Section 21, in no event shall the registration or removal of a Rights Agent be effective until a successor Rights Agent shall have been appointed and have accepted such appointment. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered the holder of record of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person organized and doing business corporation or trust company (or similar form of entity under the laws of the United States or the laws of any state of the United States or a foreign jurisdiction) authorized to conduct business under the District laws of Columbia, in good standingthe United States or any state of the United States, which is authorized under such laws to exercise corporate trust trust, fiduciary or share transfer or shareowner stockholder services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 10,000.000 or (b) an Affiliate controlled by a corporation described in clause (a) of such a Personthis sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Preferred SharesStock and the Company Common Stock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and thereafter be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Ordinary Common Shares or Preferred Shares by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Common Shares or Preferred Shares by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (aA) a Person organized and doing business under the laws of the United States or the laws of any state of the United States or the District of ColumbiaStates, in good standing, which is authorized under such laws to exercise corporate trust or share transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 100 million or (bB) an Affiliate affiliate of such a PersonPerson described in clause (A). After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Common Shares or Preferred Shares, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Common Shares or and the Preferred Shares by registered or certified mail, and, following at the Distribution Dateexpense of the Company, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Common Shares or and the Preferred Shares by registered or certified mail, and, following at the Distribution Dateexpense of the Company, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or the laws of any state of the United States or the District of ColumbiaStates, in good standing, having an office in the State of Texas which is authorized under such laws to exercise corporate trust or share transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 100 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Common Shares or and the Preferred Shares, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mailmail or, prior to the Distribution Date, through any filing made by the Company pursuant to the Exchange Act. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who which holder shall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation or other entity organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbiastate, in good standing, having an office in the States of New York or Kansas, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate affiliate of such a Personcorporation or other entity described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and Preferred SharesStock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right CertificatesCertificates or, prior to the Distribution Date, through any filing made by the Company pursuant to the Securities Exchange Act of 1934, as amended. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Common Stock of the Company, the Convertible Preferred Shares Stock and the Preferred Stock, by registered or certified mail, and, following the Distribution Date, mail and to the holders of the Right Certificates Rights Certificates, if any, by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, writing mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock of the Company, by registered or certified mail, and, following the Distribution Date, mail and to the holders of the Right Certificates Rights Certificates, if any, by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the incumbent Rights Agent or any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. If no successor Rights Agent shall have been appointed within 30 days from the effectiveness of such removal, resignation or incapacity and no registered holder of any Rights Certificate has applied pursuant to this Agreement for the appointment of a new Rights Agent, the Company automatically shall be designated as successor Rights Agent. Any successor Rights Agent, whether Agent appointed by the Company or by such a court, court shall be (a) a Person corporation organized and doing business under the laws of the United States or of the laws state of New York (or of any other state of the United States or so long as such corporation is authorized to do business as a banking institution in the District state of ColumbiaNew York), in good standing, having a principal office in the state of New York, which is authorized to do business as a banking institution in such state, is authorized under such laws to exercise corporate trust or share transfer or shareowner services powers and powers, is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 100,000,000 or (b) an Affiliate of such a Personcorporation described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, hereunder and shall execute and deliver, if applicable, any further assurance, conveyance, act or deed necessary for that purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock of the Company and the Convertible Preferred Shares, and, following the Distribution Date, Stock and shall mail a notice thereof in writing to the registered holders of the Right Rights Certificates, if any. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Common Shares or of the Company and Preferred Shares by registered registered, certified or certified express mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Common Shares or of the Company and Preferred Shares by registered registered, certified or certified express mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbiaso long as such corporation is authorized to do business as a banking institution under such laws, in good standing, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority authorities and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 100 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Common Shares of the Company or Preferred Shares, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to appoint a successor Rights Agent or to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any ---------------------- successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Preferred Shares Common Stock known to the Rights Agent by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Preferred Shares Common Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. Notwithstanding the foregoing provisions of this Section 21, in no event shall the resignation or removal of a Rights Agent be effective until a successor Rights Agent shall have been appointed and have accepted such appointment. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered the holder of record of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person organized and doing business under the laws of the United States or the laws of any state of the United States or the District of ColumbiaState thereof, in good standing, which is authorized under such laws to exercise corporate trust or share transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 50,000,000 or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Preferred SharesCommon Stock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days’ ' notice in writing mailed to the Company and shall provide notice thereof to each transfer agent of the Ordinary Shares Common Stock or Preferred Shares Stock by registered or certified mailmail and to the holders of the Rights Certificates in accordance with Section 26 hereof, and, following (or if prior to the Distribution Date, to the holders of Rights through any filing made by the Right Certificates by first-class mailCompany pursuant to the Exchange Act). The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days’ ' notice in writing, mailed writing to the Rights Agent or successor Rights Agent, as the case may be, and shall provide notice thereof to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock by registered or certified mailmail and to the holders of the Rights Certificates in accordance with Section 26 hereof (or, and, following if prior to the Distribution Date, to the holders of Rights through any filing made by the Right Certificates by first-class mailCompany pursuant to the Exchange Act). If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 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 or by the record holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the incumbent Company shall become the Rights Agent or registered until a successor Rights Agent has been appointed, and any record holder of any Right Rights Certificate or the Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation or banking association organized and doing business under the laws of the United States or of the laws State of Missouri (or of any other state of the United States or so long as such corporation is authorized to do business as a banking institution in the District State of ColumbiaMissouri), in good standing, which is authorized under such laws to exercise corporate trust or share transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of such a Person25,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; deed and the rights and obligations of the predecessor shall cease and terminate, but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and the Preferred SharesStock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights Certificates in accordance with Section 26 hereof (or, if prior to the Distribution Date, give notice to the holders of Rights through any filing made by the Company pursuant to the Exchange Act). Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ days notice in writing mailed to the Company Company, and to each transfer agent of the Ordinary Shares Series A Preferred Stock or Preferred Shares Common Stock, by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares Series A Preferred Stock or Preferred Shares Common Stock, by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the incumbent Rights Agent or any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation or trust company organized and doing business under the laws of the United States or the laws State of North Carolina (or of any other state of the United States or so long as such corporation is authorized to do business as a banking institution in the District State of ColumbiaNorth Carolina), in good standing, which that is authorized under such laws to exercise corporate trust or share transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of such a Personauthority. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Preferred SharesCommon Stock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any ---------------------- successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days’ ' notice in writing mailed to the Company Company, and to each transfer agent Transfer Agent of the Ordinary Shares or Common Stock and Preferred Shares Stock, by registered or certified mail, and, following such resignation to be effective upon the Distribution Date, to thirtieth day after the holders of the Right Certificates by first-class mailCompany receives such notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent Transfer Agent of the Ordinary Shares or Common Stock and Preferred Shares Stock, by registered or certified mail, and, following such removal to be effective upon the Distribution Date, to thirtieth day after the holders of the Right Certificates by first-class mailRights Agent or successor Rights Agent receives such notice. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent, but such resignation or removal shall be effective whether or not a successor Rights Agent is appointed. If the Company shall fail to make such appointment within a period of 30 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 or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the incumbent Rights Agent or any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. If no successor Rights Agent shall have been appointed within thirty (30) days from effectiveness of such removal or resignation, and no registered holder of any Rights Certificates have applied pursuant to this Agreement for the appointment of a new Rights Agent, the Company shall be automatically designated as successor Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbia, so long as such corporation is authorized to do business as a banking institution in such state and is in good standing, and which is authorized under such laws to exercise corporate trust or share transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 100,000,000 or (b) an Affiliate of such a Personcorporation described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent Transfer Agent of the Ordinary Shares or Common Stock and the Preferred SharesStock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days’ notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Preferred Shares by registered or certified mail, first class mail and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 thirty (30) days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or and the Preferred Shares by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Company shall become the Rights Agent or registered holder the Registered Holder of any Right Certificate may apply apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbia, in good standingthereof, which is authorized under such laws to exercise corporate trust or share transfer or shareowner corporate trust powers or conduct a shareholder services powers business and is subject to supervision or examination in the conduct of its share transfer business by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 100,000,000 or (b) an Affiliate of such a PersonPerson described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent Agent, upon payment of its charges hereunder, shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or of the Company and the Preferred Shares, and, following the Distribution Date, mail a notice thereof in writing to the registered holders Registered Holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be. Notwithstanding the foregoing provisions, in the event of resignation, removal or incapacity of the Rights Agent, the Company shall have the authority to act as the Rights Agent until a successor Rights Agent shall have assumed the duties of the Rights Agent hereunder.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock by registered or certified mail, and, following subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock by registered or certified mail, and, following subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his or her Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or the laws of any state of the United States or the District of ColumbiaStates, in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise stock transfer or corporate trust or share transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 50,000,000 or (b) an Affiliate of such a Personcorporation described in clause 21(a). After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and the Preferred SharesStock, and, following subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days’ ' notice in writing mailed to the Company Company, and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock, by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock, by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 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 or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right such holder's Rights Certificate for inspection by the Company), then the incumbent Rights Agent or any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (ai) a Person organized and doing business under the laws of the United States or of the laws State of Illinois or the State of New York (or of any other state of the United States so long as such Person is authorized to do business in the State of Illinois or the District State of ColumbiaNew York), in good standing, having an office or agency in the State of Illinois or the State of New York, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 50,000,000 or (bii) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further reasonable assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and the Preferred SharesStock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, 21 or any defect therein, 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.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Common Stock and the Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and the Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. Notwithstanding the foregoing provisions of this Section 21, in no event shall the resignation or removal of a Rights Agent be effective until a successor Rights Agent shall have been appointed and have accepted such appointment. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the incumbent Rights Agent or registered the holder of record of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbiathereof, in good standing, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination in the conduct of its corporate trust or stock transfer business by federal or state authority authorities and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 5,000,000 or (b) an Affiliate controlled by a corporation described in clause (a) of such a Personthis sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; , but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and Preferred SharesStock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be. Notwithstanding the foregoing provisions, in the event of resignation, removal or incapacity of the Rights Agent, the Company shall have the authority to act as the Rights Agent until a successor Rights Agent shall have assumed the duties of the Rights Agent hereunder.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and and, in the event the Rights Agent or one of its Affiliates is not also the transfer agent for the Company’s securities, to each transfer agent of for the Ordinary Common Shares or Preferred Shares by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of for the Ordinary Common Shares or Preferred Shares by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who which holder shall, with such notice, submit his such holder’s Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a Person organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbia, in good standing, which that is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, million or (b) an Affiliate a direct or indirect wholly owned Subsidiary of such a PersonPerson or its wholly-owning parent. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of for the Ordinary Common Shares or Preferred Shares, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.to

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or shares of Common Stock and Preferred Shares Stock, if any, by registered or certified mail, and, following subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock, if any, by registered or certified mail, and, following and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or the laws of any state of at the United States or the District of ColumbiaStates, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust or share transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of such a Personauthority. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and the Preferred Shares, Stock and, following subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2123, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Preferred Common Shares by registered or certified mail, and, following if such resignation occurs after the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Preferred Common Shares by registered or certified mail, and, following if such removal occurs after the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a Person corporation, business trust or limited liability company organized and doing business under the laws of the United States or the laws of any other state of the United States or the District of ColumbiaStates, in good standing, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, million or (b) an Affiliate a direct or indirect wholly owned subsidiary of such a Personan entity. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it the predecessor Rights Agent hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Preferred Common Shares, and, following if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company Company, and to each transfer agent of the Ordinary Common Shares or of the Company and Preferred Shares Shares, by registered or certified mail, and, following if such resignation occurs after the Distribution Date, to the registered holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Common Shares or of the Company and Preferred Shares Shares, by registered or certified mail, and, following if such removal occurs after the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to resign automatically on the effective date of such termination, and if there shall be any required notice, it will be sent by the Company. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the incumbent Rights Agent or any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. If no successor Rights Agent shall have been appointed within 30 days from effectiveness of such removal or resignation, and no registered holder of any Rights Certificates have applied pursuant to this Agreement for the appointment of a new Rights Agent, the Company shall be automatically designated as successor Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person legal business entity organized and doing business under the laws of the United States or the laws of any state of the United States or the District of ColumbiaStates, in good standing, which is authorized under such laws to exercise corporate trust or share trust, stock transfer or shareowner shareholder services powers and is powers, subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 100,000,000 or (b) an Affiliate affiliate of such a Personlegal business entity described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, hereunder and shall execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Common Shares or of the Company and the Preferred Shares, Shares and, following if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days’ notice in writing mailed to the Company and and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the Ordinary Preferred Shares or Preferred the Common Shares by registered or certified mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, and, following the Distribution Date, Rights Agent will be deemed to the holders have resigned automatically and be discharged from its duties under this Agreement as of the Right Certificates by first-class maileffective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Preferred Shares or Preferred and the Common Shares by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-first class mail. If the Rights Agent shall resign resigns or be is removed or shall otherwise become becomes incapable of acting, the Company shall will appoint a successor to the Rights Agent. If the Company shall fail fails to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shallwill, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall will be (a) a Person corporation or other legal entity organized and doing business under the laws of the United States or of the laws State of New York (or of any other state of the United States or so long as such corporation is authorized to do business as a banking institution in the District State of ColumbiaNew York), in good standing, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has individually or combined with an Affiliate at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall will deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Preferred Shares or Preferred the Common Shares, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, 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.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock by registered or certified mail, and, following if such resignation occurs after the Distribution Date, to the registered holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock by registered or certified mail, and, following if such removal occurs after the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or any registered holder of any Right Certificate may may, at the expense of the Company, apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person legal business entity organized and doing business under the laws of the United States or the laws of any a state of the United States or the District of Columbia, in good standing, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner shareholders services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 100,000,000 or (b) an Affiliate affiliate of such a Personlegal business entity described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and Preferred SharesStock, and, following if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing mailed to the Company and and, at the Company's expense, to each transfer agent of the Ordinary Common Shares or Preferred Shares by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Common Shares or Preferred Shares by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-first class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Company shall become the Rights Agent or Agent, and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a Person corporation or an affiliate thereof organized and doing business under the laws of the United States or of the laws State of New York (or of any other state of the United States or so long as such corporation is authorized to do business as a banking institution in the District State of ColumbiaNew York), in good standing, which having an office in the State of New York, that is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, million or (b) an Affiliate affiliate of such a Personcorporation. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, hereunder and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Common Shares or Preferred Shares, and, following the Distribution Date, Shares and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days’ days notice in writing mailed to the Company Corporation and to each transfer agent of the Ordinary Shares or Common Stock and the Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company Corporation may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days’ days notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and the Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company Corporation shall appoint a successor to the Rights Agent. Notwithstanding the foregoing provisions of this Section 21, in no event shall the resignation or removal of a Rights Agent be effective until a successor Rights Agent shall have been appointed and have accepted such appointment. If the Company Corporation shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the CompanyCorporation), then the incumbent Rights Agent or registered the holder of record of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, shall be (a) a Person organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbiathereof, in good standing, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination in the conduct of its corporate trust or stock transfer business by federal or state authority authorities and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 5,000,000 or (b) an Affiliate controlled by a Person described in clause (a) of such a Personthis sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; , but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company Corporation shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and Preferred SharesStock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be. Notwithstanding the foregoing provisions, in the event of resignation, removal or incapacity of the Rights Agent, the Corporation shall have the authority to act as the Rights Agent until a successor Rights Agent shall have assumed the duties of the Rights Agent hereunder.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days’ days notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Common Stock and the Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days’ days notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and the Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. Notwithstanding the foregoing provisions of this Section 21, in no event shall the resignation or removal of a Rights Agent be effective until a successor Rights Agent shall have been appointed and have accepted such appointment. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered the holder of record of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbiathereof, in good standing, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination in the conduct of its corporate trust or stock transfer business by federal or state authority authorities and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 5,000,000 or (b) an Affiliate controlled by a corporation described in clause (a) of such a Personthis sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; , but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and Preferred SharesStock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be. Notwithstanding the foregoing provisions, in the event of resignation, removal or incapacity of the Rights Agent, the Company shall have the authority to act as the Rights Agent until a successor Rights Agent shall have assumed the duties of the Rights Agent hereunder.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days’ notice in writing mailed to the Company Company, and to each transfer agent of the Ordinary Shares or Common Stock and Series E Preferred Shares Stock, by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and Series E Preferred Shares Stock, by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 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 or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the incumbent Company shall become the Rights Agent or until a successor Rights Agent has been appointed, and any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (aA) a Person corporation organized and doing business under the laws of the United States or of the laws State of New York (or of any other state of the United States or so long as such corporation is authorized to do business as a banking institution in the District State of ColumbiaNew York), in good standing, which is authorized under such laws to exercise corporate trust powers or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 100,000,000 or (bB) an Affiliate a subsidiary of such a Personcorporation described in clause (A) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and the Series E Preferred SharesStock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Common Stock, the Class A Common Stock and the Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and the Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. Notwithstanding the foregoing provisions of this Section 21, in no event shall the resignation or removal of a Rights Agent be effective until a successor Rights Agent shall have been appointed and have accepted such appointment. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered the holder of record of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbiathereof, in good standing, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination in the conduct of its corporate trust or stock transfer business by federal or state authority authorities and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 5,000,000 or (b) an Affiliate controlled by a corporation described in clause (a) of such a Personthis sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; , but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and Preferred SharesStock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.. Notwithstanding the foregoing provisions, in the event of resignation, removal or incapacity of the Rights Agent, the Company shall have the authority to act as the Rights Agent until

Change of Rights Agent. The Unless the Company and the Rights Agent agree to a shorter time period, the Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 15 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Preferred Shares Common Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-first- class mail. The Unless the Company and the Rights Agent agree to a shorter time period, the Company may remove the Rights Agent or any successor Rights Agent upon 30 15 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Preferred Shares Common Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 15 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or of the laws State of California (or of any other state of the United States or so long as such corporation is authorized to do business as a banking institution in the District State of Columbia, California) in good standing, having a stock transfer office in the State of California, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of such a Person100,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; , but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Preferred Shares, and, following the Distribution Date, Common Stock and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor ---------------------- Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty days’ ' prior notice in writing mailed to the Company Company, and to each transfer agent of the Ordinary Shares or Junior Preferred Shares Stock and the Company Common Stock, by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty days’ ' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Junior Preferred Shares Stock and the Company Common Stock, by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty 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 or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the incumbent Rights Agent or any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbia, in good standing, which is shall be authorized to do business as a banking institution in the State of New York, shall be authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is powers, shall be subject to supervision or examination by federal or state authority authorities and which has shall have at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 100,000,000 or (b) an Affiliate of such a Personcorporation described in clause (a). After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Junior Preferred SharesStock and the Company Common Stock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Junior Preferred Shares Stock and the Common Stock by registered or certified mail, and, following at the Distribution DateCompany's expense, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Junior Preferred Shares Stock and the Common Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Company shall become the temporary Rights Agent or and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (ai) a Person organized and doing business under the laws of the United States or of the laws State of New York (or of any other state of the United States so long as such Person is authorized to do business as a banking or trust institution in the District State of ColumbiaNew York), in good standing, having an office in the State of New York, which is authorized under such laws to exercise corporate trust or share transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and or which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 25 million or (bii) an Affiliate affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Junior Preferred SharesStock and the Common Stock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2120, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each the transfer agent of the Ordinary Shares or Preferred Common Shares by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each the transfer agent of the Ordinary Shares or Preferred Common Shares by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (ai) a Person organized and doing business under the laws of the United States or of the laws States of New York, New Jersey or Texas (or of any other state of the United States so long as such Person is authorized to do business as a banking institution in the State of New York, the State of New Jersey or the District State of ColumbiaTexas), in good standing, which is authorized under such laws to exercise corporate trust or share transfer or shareowner conduct shareholder services powers business and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, ; or (bii) an Affiliate of such a PersonPerson described in clause (i) above. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it the predecessor Rights Agent hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each the transfer agent of the Ordinary Shares or Preferred Common Shares, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days’ notice in writing mailed to the Company and and, if instructed by the Company, to each transfer agent of the Ordinary Common Shares or and Preferred Shares by registered or certified mail, and, following at the Distribution Dateexpense of the Company, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Common Shares or and Preferred Shares by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person organized and doing business under the laws of the United States or the laws of any state State of the United States or the District of ColumbiaStates, in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has (or whose Affiliate has) at the time of its such Person’s appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, assurance or conveyance, and perform any other act or deed deed, necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Common Shares or and the Preferred Shares, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2122, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing mailed to the Company Brillian and to each transfer agent of the Ordinary Common Shares or Preferred Shares by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company Brillian may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Common Shares or Preferred Shares by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company Brillian shall appoint a successor to the Rights Agent. If the Company Brillian shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who which holder shall, with such notice, submit his Right Certificate for inspection by the CompanyBrillian), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company Brillian or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or the laws of any state State of the United States or the District of Columbia, in good standing, having an office in the State of California or New York, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company appointment, Brillian shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Common Shares or Preferred Shares, and, following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Preferred Shares Stock and the Common Stock by registered or certified mail, and, following at the Distribution DateCompany's expense, to the holders of the Right Certificates by first-first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Preferred Shares Stock and the Common Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Company shall become the temporary Rights Agent or and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (ai) a Person organized and doing business under the laws of the United States or of the laws State of New York (or of any other state of the United States so long as such Person is authorized to do business as a banking or trust institution in the District State of ColumbiaNew York), in good standing, having an office in the State of New York, which is authorized under such laws to exercise corporate trust or share transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and or which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 25 million or (bii) an Affiliate of affiliate or such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Preferred SharesStock and the Common Stock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2120, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Ordinary Common Shares or Series A Preferred Shares by registered or certified mail, and, following the Distribution Date, and to the holders of record of the Rights and any Right Certificates issued to evidence Rights by first-class mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Common Shares or Series A Preferred Shares by registered or certified mail, and, following the Distribution Date, and to the holders of the Rights and any Right Certificates issued to evidence Rights by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right, whether or not such Right Certificate is in certificated form (who which holder shall, with such notice, submit his any Right Certificate held by such holder for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation or other entity organized and doing business under the laws of the United States or the laws of any state of the United States so long as such corporation or the District of Columbiaother entity is authorized to do business as a banking institution in such other state, in good standing, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus surplus, along with its Affiliates, of at least $50 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Common Shares or Series A Preferred Shares, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Rights and any Right CertificatesCertificates issued to evidence Rights. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor ---------------------- Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares Common Stock or Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares Common Stock or Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or the laws State of Alabama or the State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of Alabama or the District State of ColumbiaNew York), in good standing, having an office in the State of Alabama or the State of New York, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares Common Stock or Preferred SharesStock, and, following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Preferred Shares Stock and the Common Stock by registered or certified mail, and, following at the Distribution DateCompany's expense, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Preferred Shares Stock and the Common Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Company shall become the temporary Rights Agent or and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or of the laws State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking or trust institution in the District State of ColumbiaNew York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or share transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and or which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 25 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Preferred SharesStock and the Common Stock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days’ notice in writing mailed to the Company and and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the Ordinary Common Shares or Preferred Shares by registered or certified mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, and, following the Distribution Date, Rights Agent will be deemed to the holders have resigned automatically and be discharged from its duties under this Agreement as of the Right Certificates by first-class maileffective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 thirty (30) days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Common Shares or Preferred Shares by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 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 or by the holder of a Right Certificate (who which holder shall, with such notice, submit his such holder’s Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a Person organized and doing business under the laws of the United States or of the laws State of Minnesota (or of any other state of the United States or the District of Columbiaso long as such corporation is authorized to do business as a banking institution in such state), in good standing, standing which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, million or (b) an Affiliate affiliate or direct or indirect wholly-owned Subsidiary of such a PersonPerson or its wholly-owning parent. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Common Shares or Preferred Shares, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days’ days notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Common Stock and the Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days’ days notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and the Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. Notwithstanding the foregoing provisions of this Section 21, in no event shall the resignation or removal of a Rights Agent be effective until a successor Rights Agent shall have been appointed and have accepted such appointment. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the incumbent Rights Agent or registered the holder of record of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person company organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbiathereof, in good standing, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination in the conduct of its corporate trust or stock transfer business by federal or state authority authorities and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 50,000,000 or (b) an Affiliate controlled by a company described in clause (a) of such a Personthis sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; , but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and Preferred SharesStock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be. Notwithstanding the foregoing provisions, in the event of resignation, removal or incapacity of the Rights Agent, the Company shall have the authority to act as the Rights Agent until a successor Rights Agent shall have assumed the duties of the Rights Agent hereunder.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ written notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock by registered or certified mail, and, following subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing' written notice, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock by registered or certified mail, and, following and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after of 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 or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or of the laws State of Georgia (or any other state of the United States or so long as such corporation is authorized to do business as a banking institution in the District State of ColumbiaGeorgia), in good standing, which is authorized under such laws to exercise stock transfer or corporate trust or share transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 50,000,000 or (b) an Affiliate of such a Personcorporation described in Section 21(a). After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and the Preferred SharesStock, and, following subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Common Shares or Preferred Shares by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Common Shares or Preferred Shares by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who which holder shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or the laws of any state State of the United States or the District of Columbia, in good standing, having an office in the State of California or New York, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Common Shares or Preferred Shares, and, following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Common Shares or Preferred Shares by registered or certified mail, and, following and the Distribution Date, Company shall mail notice thereof to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Common Shares or Preferred Shares by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 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 or by the holder of a Right Certificate (who shall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (aA) a Person corporation organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbiaso long as such corporation is authorized to do business as a banking institution, is in good standing, which and is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, million or (bB) an Affiliate of such a Personcorporation described in clause (A) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Common Shares or Preferred Shares, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Preferred Shares Common Stock by registered or certified mail, and, following at the Distribution Dateexpense of the Company, to the holders of the Right Certificates by first-class mailmail (at the expense of the Company). The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Preferred Shares Common Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of actingacting or shall repeatedly fail or refuse to act, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity or repeated failure or refusal to act by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such without notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate or the Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbia, so long as such Person is authorized to do business and is in good standing, which is authorized under such laws to exercise corporate trust or share transfer or shareowner services the powers of Rights Agent hereunder and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 100,000,000 or (b) an Affiliate of such a Personany Person described in the foregoing clause (a). After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but , and the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Preferred SharesCommon Stock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Ordinary Common Shares or Preferred Shares by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Common Shares or Preferred Shares by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by (i) first-class mailmail or (ii) by disclosure in a periodic report of the Company required to be filed under the Exchange Act, any permitted report under the Exchange Act, a press release of the Company or in any proxy or other communication by the Company to its stockholders. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who which holder shall, with such notice, submit his such holder’s Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or of the laws State of Illinois (or of any other state of the United States or so long as such corporation is authorized to do business as a banking institution in the District State of ColumbiaIllinois), in good standing, having an office in the State of Illinois, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Common Shares or Preferred Shares, and, following the Distribution Date, and either (i) mail a notice thereof in writing to the registered holders of the Right CertificatesCertificates or (ii) disclose such appointment in a periodic report of the Company required to be filed under the Exchange Act, any permitted report under the Exchange Act, a press release of the Company or in any proxy or other communication by the Company to its stockholders. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days’ days notice in writing mailed to the Company Corporation and to each transfer agent of the Ordinary Shares or Common Stock and the Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company Corporation may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days’ days notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and the Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company Corporation shall appoint a successor to the Rights Agent. Notwithstanding the foregoing provisions of this Section 21, in no event shall the resignation or removal of a Rights Agent be effective until a successor Rights Agent shall have been appointed and have accepted such appointment. If the Company Corporation shall fail to make such appointment within a period of 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 or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the CompanyCorporation), then the incumbent Rights Agent or registered the holder of record of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, shall be (a) a Person organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbiathereof, in good standing, which is authorized to do business under such laws to exercise corporate trust or share transfer or shareowner services powers and is subject to supervision or examination by federal or state authority authorities and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 50,000,000 or (b) an Affiliate controlled by a Person described in clause (a) of such a Personthis sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; , but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company Corporation shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and Preferred SharesStock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.as

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days’ ' notice in writing mailed to the Company Corporation, and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock, by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Rights Certificates by first-class mailmail at the expense of the Corporation. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock, by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company Corporation shall appoint a successor to the Rights Agent. If the Company Corporation shall fail to make such appointment within a period of 30 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 or by the any registered holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the CompanyCorporation), then the incumbent Rights Agent or any registered holder of any Right a Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, shall be (ai) a Person corporation organized and doing business under the laws of the United States or of the laws State of New York or Illinois (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York or the District of ColumbiaIllinois), in good standing, having a principal office in the State of New York or Illinois which is authorized under such laws to exercise corporate trust or share transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 100,000,000 and which shall otherwise meet any requirements imposed by the New York Stock Exchange on transfer agents and registrars or (bii) an Affiliate affiliate of such a Personcorporation described in clause (i) above. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company Corporation shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and the Preferred SharesStock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the Rights, Rights Agreement or the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mailmail or, prior to the Distribution Date, through any filing made by the Company pursuant to the Exchange Act. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who which holder shall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (ae) a Person corporation or other entity organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbiastate, in good standing, having an office in the States of New York or Kansas, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (bf) an Affiliate affiliate of such a Personcorporation or other entity described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and Preferred SharesStock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right CertificatesCertificates or, prior to the Distribution Date, through any filing made by the Company pursuant to the Securities Exchange Act of 1934, as amended. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 30-days’ notice in writing mailed to the Company and and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the Ordinary Common Shares or Preferred Shares by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Rights Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 30-days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Common Shares or Preferred Shares by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who or which shall, with such notice, submit his such holder’s Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation or trust company organized and doing business under the laws of the United States or the laws of any state of the United States (so long as such corporation or the District of Columbiatrust company is authorized to do business as a banking institution in such state), in good standing, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent Agent, including its Affiliates, a combined capital and surplus of at least $50 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Common Shares or Preferred Shares, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mailmail or, prior to the Distribution Date, through any filing made by the Company pursuant to the Exchange Act. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who which holder shall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation or other entity organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbiastate, in good standing, having an office in the States of New York or Florida, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 millionauthority, or (b) an Affiliate affiliate of such a Personcorporation or other entity described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, any further assurance, conveyance, act or deed necessary for that purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Preferred Shares, and, following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.Rights

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 30-days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Common Shares or and Preferred Shares by registered or certified mail, and, following at the Distribution Date, expense of the Company to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 30-days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Common Shares or and Preferred Shares by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of actingacting as such, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the incumbent Company shall become the Rights Agent or and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or of the laws States of New York or California (or of any other state of the United States so long as such corporation is authorized to do business as a banking institution in the States of New York or the District of ColumbiaCalifornia), in good standing, which having a principal office in New York or California, that is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of such a Person50,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for the purpose of this Agreement and so that purposethe successor Rights Agent may appropriately act as Rights Agent hereunder. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Common Shares or and Preferred Shares, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Riht Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the Ordinary Common Shares or Preferred Shares by registered or certified mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, and, following the Distribution Date, Rights Agent will be deemed to the holders have resigned automatically and be discharged from its duties under this Agreement as of the Right Certificates by first-class maileffective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Common Shares or Preferred Shares by registered or certified mail, and, following if such removal occurs after the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who which holder shall, with such notice, submit his such holder’s Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a Person organized and doing business under the laws of the United States or of the laws State of Florida (or of any other state of the United States or the District of Columbiaso long as such Person is authorized to do business as a banking institution in such state), in good standing, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, million or (b) an Affiliate or direct or indirect wholly-owned Subsidiary of such a PersonPerson or its wholly-owning parent. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Common Shares or Preferred Shares, and, following if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days’ notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mailmail or, prior to the Distribution Date, through any filing made by the Company pursuant to the Exchange Act. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who which holder shall, with such notice, submit his such holder’s Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation or other entity organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbiastate, in good standing, having an office in the States of New York or Florida, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 millionauthority, or (b) an Affiliate affiliate of such a Personcorporation or other entity described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and Preferred SharesStock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right CertificatesCertificates or, prior to the Distribution Date, through any filing made by the Company pursuant to the Exchange Act. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Common Stock and the Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days’ ' notice in writing, mailed to the Rights Agent or any successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and the Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. Notwithstanding the foregoing provisions of this Section 21, in no event shall the resignation or removal of a Rights Agent be effective until a successor Rights Agent shall have been appointed and have accepted such appointment. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered the holder of record of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or the laws of any state of the United States or the District of ColumbiaState thereof, in good standing, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has has, or together with its parent entity has, at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 100 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and the Preferred SharesStock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mailmail or, prior to the Distribution Date, through any filing made by the Company pursuant to the Exchange Act. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who which holder shall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation or other entity organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbiastate, in good standing, having an office in the States of New York or Missouri, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate affiliate of such a Personcorporation or other entity described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and Preferred SharesStock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right CertificatesCertificates or, prior to the Distribution Date, through any filing made by the Company pursuant to the Securities Exchange Act of 1934, as amended. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing mailed to the Company Company, and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock, by registered or certified mail, and, following mail at the Distribution Date, to the holders expense of the Right Certificates by first-class mailCompany. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Common Stock and Preferred Shares Stock, by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right or her Rights Certificate for inspection by the Company), then the incumbent Rights Agent or any registered holder of any Right Rights Certificate may apply apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or of the laws State of New York (or of any other state of the United States or so long as such corporation is authorized to do business as a banking institution in the District State of Columbia, New York in good standing, having a principal office in the State of New York) which is authorized under such laws to exercise corporate trust or share transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of such a Person50,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Common Stock and the Preferred SharesStock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares Common Stock or Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares Common Stock or Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbia, in good standing, having an office in Arizona, California, or New York, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares Common Stock or Preferred SharesStock, and, following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 calendar days’ notice in writing mailed to the Company and and, to each the extent the Rights Agent is not the transfer agent of the Ordinary Shares or Preferred Shares shares of Common Stock, to each such transfer agent by registered or certified mail, and, following . The Company shall notify the Distribution Date, to the registered holders of the Right Certificates by first-class mailany such change in Rights Agent. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 calendar days’ notice in writing, mailed to the Rights Agent or any successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Preferred Shares shares of Common Stock by registered or certified mail, and, following the Distribution Date, and to the registered holders of the Right Certificates by first-class mail. In the event a transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice to holders. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the registered holder of a Right Certificate (who shall, with such notice, submit his such holder’s Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbia, so long as such Person is in good standing, which is authorized to do business in such state, is authorized under such laws to exercise corporate trust or share transfer or shareowner stockholder services powers and powers, is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, 50,000,000 or (b) an Affiliate of such a PersonPerson described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and shall execute and deliver, if applicable, any further assurance, conveyance, act or deed necessary for that purpose. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Preferred SharesCommon Stock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates, if any. Failure to give any notice provided for in this Section 2120, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days’ ' notice in writing mailed to the Company Corporation and to each transfer agent of the Ordinary Shares Common Stock or Preferred Shares Stock by registered or certified mail, and, following at the Distribution Dateexpense of the Corporation, to the holders of the Right Certificates by first-class mail. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 sixty (60) days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares Common Stock or Preferred Shares Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company Corporation shall appoint a successor to the Rights Agent. If the Company Corporation shall fail to make such appointment within a period of 30 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the CompanyCorporation), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, shall be (a) a Person organized and doing business under the laws of the United States or the laws of any of the States of Illinois, New York, New Jersey or California (or of any other state of the United States so long as such Person is authorized to do business in any of the States of Illinois, New York, New Jersey or the District of ColumbiaCalifornia), in good standing, having an office in any of such States, which is authorized under such laws to exercise corporate trust or share transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which (or the parent corporation of which) has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of such a Person50,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for the purpose. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement, any of the Right Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of a predecessor Rights Agent and deliver such Right Certificates so countersigned; and in case at that purposetime any of the Right Certificates shall not have been countersigned, any successor Rights Agent may countersign such Right Certificates either in the name of the predecessor or in the name of the successor Rights Agent; and in all such cases such Right Certificates shall have the full force provided in the Right Certificates and in this Agreement. Not later than the effective date of any such appointment appointment, the Company Corporation shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares Common Stock or Preferred SharesStock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice in writing mailed to the Company and and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the Ordinary Common Shares or Preferred Shares identified to the Rights Agent by the Company, by registered or certified mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, and, following the Distribution Date, Rights Agent will be deemed to the holders have resigned automatically and be discharged from its duties as Rights Agent under this Agreement as of the Right Certificates by first-class maileffective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon no less than 30 days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Common Shares or Preferred Shares by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 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 or by the holder of a Right Certificate (who which holder shall, with such notice, submit his such holder’s Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a Person (other than a natural Person) organized and doing business under the laws of the United States or the laws of any state of the United States or the District of Columbiaso long as such Person is authorized to do business as a banking institution in such state, in good standing, standing which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and which has has, along with its Affiliates, at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, million or (b) an Affiliate or direct or indirect wholly-owned Subsidiary of such a PersonPerson or its wholly-owning parent. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further reasonable assurance, conveyance, act or deed necessary for that the purpose, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing; and, except as the context herein otherwise requires, such successor Rights Agent shall be deemed to be the “Rights Agent” for all purposes of this Agreement. Not later than the effective date of any such appointment appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Common Shares or Preferred Shares, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor ----------------------- Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty (30) days’ ' notice in writing mailed to the Company and to each transfer agent of the Ordinary Shares or Preferred Shares Stock and the Common Stock by registered or certified mail, and, following at the Distribution DateCompany's expense, to the holders of the Right Certificates by first-first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days’ ' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Shares or Preferred Shares Stock and the Common Stock by registered or certified mail, and, following the Distribution Date, and to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Company shall become the temporary Rights Agent or and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person corporation organized and doing business under the laws of the United States or of the laws State of New York (or of any other state of the United States so long as such corporation is authorized to do business as a banking or trust institution in the District State of ColumbiaNew York), in good standing, having a principal office in the State of New York, which is authorized under such laws to exercise corporate trust or share transfer or shareowner services powers and is subject to supervision or examination by federal or state authority and or which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 25 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that the purpose. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Shares or Preferred SharesStock and the Common Stock, and, following the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Agreement upon 30 thirty days’ notice in writing mailed to the Company and and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the Ordinary Common Shares or and the Preferred Shares by registered or certified mail, and, following the Distribution Date, pursuant to the holders of the Right Certificates by first-class mailSection 26. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty days’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Ordinary Common Shares or and the Preferred Shares by registered or certified mail, and, following after the Distribution Date, to the holders of the Right Certificates by first-first class mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties as Rights Agent under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty 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 or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company)Agent, then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a Person (other than a natural person) organized and doing business under the laws of the United States or the laws of any state of the United States or the District of ColumbiaStates, in good standing, which is authorized under such laws to exercise corporate trust or share stock transfer or shareowner services powers and powers, is subject to supervision or examination by federal or state authority authority, and which has has, along with its Affiliates, at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, million or (b) an Affiliate of such a PersonPerson described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but , and the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and shall execute and deliver, if applicable, deliver any further assurance, conveyance, act or deed necessary for that purposethe purpose but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Ordinary Common Shares or and the Preferred Shares, and, following after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, 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 successor Rights Agent, as the case may be.