Common use of Execution, Countersignature and Registration Clause in Contracts

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, or any of its Vice Presidents, or its Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such person was not such an officer.

Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company by its Chairman of the Board, its President, its Company's Chief Executive Officer, President, Chief Financial Officer, Treasurer or any of its Vice Presidents, or its TreasurerPresident, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Company's Secretary or an Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, if permitted by the Company, by facsimile signature and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights Certificate nevertheless may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Right Certificates Rights Certificate had not ceased to be such an officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such person Person was not such an officer.

Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company by its the Company's Chairman of the Board, its President, its Chief Executive Officer, President or any of its Vice Presidents, or its TreasurerPresident, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Company's Secretary or an Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, if permitted by the Company, by facsimile signature and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights Certificate nevertheless may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Right Certificates Rights Certificate had not ceased to be such an officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such person Person was not such an officer.

Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company by its Chairman of the Board, its President, its Company's Chief Executive Officer, President, or any of its Vice Presidents, or its TreasurerPresident, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Company's Secretary or an Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, if permitted by the Company, by facsimile signature and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights Certificate nevertheless may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Right Certificates Rights Certificate had not ceased to be such an officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such person Person was not such an officer.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officerofficer of the Company.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of (x) the Board, its President, its Chief Executive OfficerChairman, or any of its Vice PresidentsPresident, and by the Secretary, any Assistant Secretary, the Treasurer or its Treasurerany Assistant Treasurer or (y) any two officers designated by the Board, either manually or by facsimile signature, shall and may have affixed thereto the Company's ’s seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, at the Company’s option, by facsimile signature, and shall not be valid or obligatory for any purpose unless so countersigned. In case the event that any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officerofficer of the Company.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its Presidentany Vice Chairman of the Board, its the Chief Executive Officer, the President, the Chief Operating Officer, the Treasurer or any Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof, and which shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officerofficer of the Company.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer or any of its Vice Presidents, or its Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the CompanyPresident, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of whose manual or facsimile signature is affixed to the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and Agent, issued and delivered by the Company with the same force and effect as though the person Person who signed such Right Certificates had not ceased to be such an officer of the Company; and any . Any Right Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person Person was not such an officer.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officerofficer of the Company.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its (x) the Chairman of the Board, its President, its the Chief Executive Officer, the President or any of its Vice PresidentsPresident, and by the Secretary, any Assistant Secretary, the Treasurer or its Treasurerany Assistant Treasurer or (y) any two officers designated by the Board, either manually or by facsimile signature, shall and may have affixed thereto the Company's ’s seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned by the Rights Agent either manually or by facsimile signature by the Rights Agent signature, and shall not be valid or obligatory for any purpose unless so countersigned. In case the event that any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officerofficer of the Company.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, or its President, any of its Vice PresidentsPresident, or its Treasurer, Treasurer either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature by the Rights Agent signature, and shall not be valid or obligatory for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Execution, Countersignature and Registration. (a) The Right ------------------------------------------- Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officerofficer of the Company.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its Chief Executive Officer, the President or any Vice President of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officerofficer of the Company.

Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company by its the Company's Chairman of the Board, its President, its Chief Executive Officer, President or any of its Vice Presidents, or its TreasurerPresident, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Company's Secretary or an Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, if permitted by the Company, by facsimile signature and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights Certificate nevertheless may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Right Certificates Rights Certificate had not ceased to be such an officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such person Person was not such an officer.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, or any of its Vice Presidents, or its Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such person was not such an officer.

Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company by its Chairman of the Board, its President, its Company’s Chief Executive Officer, President, Chief Financial Officer, Treasurer or any of its Vice Presidents, or its TreasurerPresident, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof which shall be attested by the Company’s Secretary or an Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, if permitted by the Company, by facsimile signature and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights Certificate nevertheless may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Right Certificates Rights Certificate had not ceased to be such an officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such person Person was not such an officer.

Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company by its the Company's Chairman of the Board, its President, its Chief Executive Officer, President, Chief Financial Officer or any of its Vice Presidents, or its TreasurerPresident, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Company's Secretary or an Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, if permitted by the Company, by facsimile signature and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights Certificate nevertheless may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Right Certificates Rights Certificate had not ceased to be such an officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such person Person was not such an officer.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, or any of its Vice PresidentsPresident, the Chief Financial Officer, or its Treasurera Vice President (whether preceded by any additional title) of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested to by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signaturesignature (the omissions of the corporate seal, however, shall not affect the validity of the Right Certificates). The Right Certificates shall be countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officerofficer of the Company.

Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company by its Chairman of the BoardCompany's Chairman, its President, its Chief Executive Officer, President or any of its Vice Presidents, or its TreasurerPresident, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Company's Secretary or an Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, if permitted by the Company, by facsimile signature and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights Certificate nevertheless may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Right Certificates Rights Certificate had not ceased to be such an officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such person Person was not such an officer.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any an officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officerofficer of the Company.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its (x) the Chairman of the Board, its the Chief Executive Officer or any Vice President, its Chief Executive Officerand by the Secretary, any Assistant Secretary, the Treasurer or any of its Vice Presidents, Assistant Treasurer or its Treasurer(y) any two officers designated by the Board, either manually or by facsimile signature, shall and may have affixed thereto the Company's ’s seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, at the Company’s option, by facsimile signature, and shall not be valid or obligatory for any purpose unless so countersigned. In case the event that any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officerofficer of the Company.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, or any of its Vice Presidents, or its Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such person was not such an officer.

Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf signed by any officer or officers of the Company who would be permitted by its Chairman of the Board, its President, its Chief Executive Officer, or any of its Vice Presidents, or its Treasurer, either manually or by facsimile signature, shall have affixed thereto Maryland General Corporation Law and the Company's seal or ’s charter and Bylaws to sign a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary certificate representing shares of the Company’s stock, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, if permitted by the Company, by facsimile signature and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights Certificate nevertheless may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Right Certificates Rights Certificate had not ceased to be such an officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such person Person was not such an officer.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer, the Treasurer or any Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officerofficer of the Company.

Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company by its the Company’s Chairman of the Board, its President, its Chief Executive Officer, President or any of its Vice Presidents, or its TreasurerPresident, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof which shall be attested by the Company’s Secretary or an Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, if permitted by the Company, by facsimile signature and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights Certificate nevertheless may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Right Certificates Rights Certificate had not ceased to be such an officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such person Person was not such an officer.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, or its President, any of its Vice Presidents, or its Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer or any a Senior Vice President of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officerofficer of the Company.

Execution, Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, Chief Operating Officer, Chief Financial Officer or any of its Vice Presidents, or its Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary or an the Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned manually or by facsimile signature by a duly authorized officer of the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Rights Certificates had not ceased to be such an officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its (x) the Chairman of the Board, its President, its or Chief Executive Officer, and by the Secretary, any Assistant Secretary, the Treasurer or any of its Vice Presidents, Assistant Treasurer or its Treasurer(y) any two officers designated by the Board, either manually or by facsimile signature, shall and may have affixed thereto the Company's ’s seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, at the Company’s option, by facsimile signature, and shall not be valid or obligatory for any purpose unless so countersigned. In case the event that any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officerofficer of the Company.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, shall and have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof which shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officerofficer of the Company.

Execution, Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Rights Certificates) of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Rights Certificates had not ceased to be such an officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officerofficer of the Company.

Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company by its the Company’s Chairman of the Board, its President, its Board and Chief Executive Officer, President or any of its Vice Presidents, or its TreasurerPresident, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof which shall be attested by the Company’s Secretary or an Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, if permitted by the Company, by facsimile signature and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights Certificate nevertheless may be countersigned by the th e Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Right Certificates Rights Certificate had not ceased to be such an officer of the Company; , and any Right Rights Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such person Person was not such an officer.

Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company by its Chairman of the BoardCompany's Chairman, its President, its Chief Executive Officer, President or any of its Vice Presidents, or its TreasurerPresident, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Company's Secretary or an 11 Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, if permitted by the Company, by facsimile signature and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights Certificate nevertheless may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Right Certificates Rights Certificate had not ceased to be such an officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such person Person was not such an officer.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, or any of its Vice Presidents, or its Treasurer, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned manually or by facsimile signature by an authorized signatory of the Rights Agent and shall not be valid or obligatory for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such person was not such an officer.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman the President or the Treasurer (whether preceded by any additional title) of the Board, its President, its Chief Executive Officer, or any of its Vice Presidents, or its TreasurerCompany, either manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any the officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officerofficer of the Company.

Execution, Countersignature and Registration. (a) The Right --------------------------------------------- Certificates shall be executed on behalf of the Company by its Chairman of (x) the Board, its President, its Chief Executive OfficerChairman, or any of its Vice PresidentsPresident, and by the Secretary, any Assistant Secretary, the Treasurer or its Treasurerany Assistant Treasurer or (y) any two officers designated by the Board, either manually or by facsimile signature, shall and may have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, at the Company's option, by facsimile signature, and shall not be valid or obligatory for any purpose unless so countersigned. In case the event that any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officerofficer of the Company.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its President and Chief Executive Officer, the Chief Financial Officer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, shall have affixed thereto thereon the Company's seal or a facsimile thereof, and shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such person was not such an officer.,

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its (x) the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer or any of its Vice PresidentsPresident, and by the Secretary, any Assistant Secretary, the Treasurer or its Treasurerany Assistant Treasurer or (y) any two officers designated by the Board, either manually or by facsimile signature, shall and may have affixed thereto the Company's ’s seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned by the Rights Agent either manually or by facsimile signature by the Rights Agent signature, and shall not be valid or obligatory for any purpose unless so countersigned. In case the event that any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officerofficer of the Company.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, shall and have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof which shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature by the Rights Agent and shall be not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officerofficer of the Company.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, or any of its Vice Presidentsthe President, the Chief Financial Officer, the Treasurer, or its Treasurera Senior Vice President of the Company, either manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officerofficer of the Company.

Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company by its the Chairman of the Boardits Board of Directors, its President, its Chief Executive Officer, President or any of its Vice Presidents, or its TreasurerPresident, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned by the Rights Agent, either manually or or, if permitted, by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights Certificate nevertheless may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Right Certificates Rights Certificate had not ceased to be such an officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such person Person was not such an officer.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, and shall have affixed thereto thereon the Company's seal or a facsimile thereof, and which shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officerofficer of the Company.

Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company by its the Company's Chairman of the Board, its Presidentany Vice Chairman, its Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Treasurer, any Executive Vice President or any of its Vice Presidents, or its TreasurerPresident, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Company's Secretary or an Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, if permitted by the Company, by facsimile signature and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights Certificate nevertheless may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Right Certificates Rights Certificate had not ceased to be such an officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such person Person was not such an officer.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the BoardBoard of Directors, its President, its Chief Executive Officer, or the President, any of its the Vice Presidents, Presidents or its Treasurerthe Treasurer of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's ’s seal or a facsimile thereof, thereof and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature by the Rights Agent signature, and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, shall and have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof which shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officerofficer of the Company.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its the President, its Chief Executive Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof which shall be attested attested, either manually or by facsimile signature, by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title), provided that such Vice President shall not have also executed the Right Certificates, of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officerofficer of the Company.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the BoardExecutive Chairman, its President, its Chief Executive Officer, or the President, any of its the Vice Presidents, Presidents or its Treasurerthe Treasurer of the Company, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, thereof and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned by the Rights Agent, either manually or by facsimile signature by the Rights Agent signature, and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer.

Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company by its the Company's Chairman of the Board and Chief Executive Officer, Vice Chairman of the Board, its President, its President and Chief Executive Officer, Operating Officer or any of its Vice Presidents, or its TreasurerPresident, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Company's Secretary or an Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, if permitted by the Company, by facsimile signature and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights Certificate nevertheless may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Right Certificates Rights Certificate had not ceased to be such an officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such person Person was not such an officer.

Execution, Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer or any Vice President of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, and shall have affixed thereto thereon the Company's seal or a facsimile thereof, and if any, which shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (provided that such Vice President shall not have also executed the Rights Certificates) of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be manually countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Rights Certificates had not ceased to be such an officer of the <PAGE> -11- Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such person was not such an officerofficer of the Company.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, or any of its Vice Presidents, Chief Operating Officer or its TreasurerChief Financial Officer or its General Counsel, either manually or by facsimile signature, shall have affixed thereto the Company's seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Agreement any such person was not such an officer.

Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company by its the Company's Chairman of the Board, its PresidentVice Chairman of the Board, its Chief Executive Officer, President or any of its Vice Presidents, or its TreasurerPresident, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Company's Secretary or an Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, if permitted by the Company, by facsimile signature and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates a Rights Certificate shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Rights Certificate nevertheless may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Right Certificates Rights Certificate had not ceased to be such an officer of the Company; and any Right Rights Certificate may be signed on behalf of the Company by any person Person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such person Person was not such an officer.

Execution, Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, President or any of its Vice Presidents, or its TreasurerPresident, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. The Rights Certificates shall be countersigned by an authorized signatory of the Rights Agent but it shall not be necessary for the same signatory to countersign all of the Rights Certificates issued hereunder. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Rights Certificates had not ceased to be such an officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such person was not such an officer.

Execution, Countersignature and Registration. (a) The Right Certificates Each Rights Certificate shall be executed on behalf of the Company Trust by its Chairman of the Board, its President, its Trust's Chief Executive Officer, President, Chief Financial Officer, Treasurer or any of its Vice Presidents, or its TreasurerPresident, either manually or by facsimile signature, and shall have affixed thereto the CompanyTrust's seal or a facsimile thereof, and thereof which shall be attested by the Trust's Secretary or an Assistant Secretary of the CompanySecretary, either manually or by facsimile signature. The Right Certificates Each Rights Certificate shall be countersigned manually or by facsimile signature by the Rights Agent either manually or, if permitted by the Trust, by facsimile signature and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company Trust who shall have signed any of the Right Certificates a Rights Certificate shall cease to be such an officer of the Company Trust before countersignature by the Rights Agent and issuance and delivery by the CompanyTrust, such Right Certificates, nevertheless, Rights Certificate nevertheless may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Right Certificates Rights Certificate had not ceased to be such an officer of the CompanyTrust; and any Right Rights Certificate may be signed on behalf of the Company Trust by any person Person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company Trust to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such person Person was not such an officer.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officerofficer of the Company.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board, its President, its the Chief Executive Officer, the President, the Chief Operating Officer, the Treasurer or a Vice President (whether preceded by any additional title) of its Vice Presidents, or its Treasurerthe Company, either manually or by facsimile signature, shall and have affixed thereto the Company's seal or a facsimile thereof, and thereof which shall be attested by the Secretary or Secretary, an Assistant Secretary or a Vice President (whether preceded by any additional title, provided that such Vice President shall not have also executed the Right Certificates) of the Company, either manually or by facsimile signature. The Right Certificates shall be manually countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, 16 13 such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officerofficer of the Company.

Execution, Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board, its President, its Chief Executive Officer, President or any of its Vice Presidents, or its TreasurerPresident, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof, and thereof which shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be countersigned manually or by facsimile signature by the Rights Agent and shall not be valid or obligatory for any purpose unless so countersigned. The Rights Certificates shall be countersigned by an authorized signatory of the Rights Agent but it shall not be necessary for the same signatory to countersign all of the Rights Certificates issued hereunder. In case any officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Rights Certificates had not ceased to be such an officer of the Company; and any Right Certificate Rights Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Rights Certificate, shall be a proper officer of the Company to sign such Right Rights Certificate, although at the date of the execution of this Agreement any such person was not such an officer.

Execution, Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of (x) the Board, its President, its Chief Executive OfficerChairman, or any of its Vice PresidentsPresident, and by the Secretary, any Assistant Secretary, the Treasurer or its Treasurerany Assistant Treasurer or (y) any two officers designated by the Board, either manually or by facsimile signature, shall and may have affixed thereto the Company's ’s seal or a facsimile thereof, and shall be attested by the Secretary or an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned by the Rights Agent either manually or by facsimile signature by the Rights Agent signature, and shall not be valid or obligatory for any purpose unless so countersigned. In case the event that any officer of the Company who shall have signed any of the Right Certificates shall cease to be such an officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates had not ceased to be such an officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officerofficer of the Company.