Common use of Countersignature and Registration Clause in Contracts

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be duly executed on behalf of the Company by its Chairman of the Board of Directors, the its Chief Executive Officer, its President or any of its Vice PresidentPresidents, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary Secretary, any Assistant Secretary, the Treasurer or any Assistant Secretary Treasurer of the Company, either manually or by facsimile signaturesignature or by other customary means of electronic transmission. The Upon written request by the Company, the Right Certificates shall be countersignedcountersigned by the Rights Agent, either manually or by facsimile signaturesignature or by other customary means of electronic transmission, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned, either manually or by facsimile or by other customary means of electronic transmission. In case If any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, 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 Person that signed such Right Certificates had not ceased to be such officer of the Company; and any . Any Right Certificate may be signed on behalf of the Company by any person whoPerson that, at the actual date of the execution of such Right Certificate, shall be is a proper officer of the Company to sign such Right Certificate, although even if at the date of the execution of this Agreement any such person Person was not such an officer. Following the Distribution Date, and receipt by the Rights Agent of written notice to that effect and all other relevant information referred to in this Agreement, the Rights Agent will keep or cause to be kept, at its principal officeoffice or offices designated for such purpose, books for registration and of the transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by one of its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, authorized officers either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, countersigned by an authorized signatory of the Rights Agent, but it Agent either manually or by facsimile signature and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. In case any authorized signatory of the Rights Agent who shall have countersigned any of the Right Certificates shall cease to be such signatory before delivery by the Company, such Right Certificates, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Right Certificates not ceased to be such signatory; and any Right Certificate may be countersigned on behalf of the Rights Agent by any person who, at the actual date of the countersignature of such Right Certificate, shall be a proper signatory of the Rights Agent to countersign such Right Certificate, although at the date of the execution of this Agreement any such person was not such a signatory. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, and the certificate number date of each of the Right Certificates and the date of countersignature of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, President its President, any of its Vice Presidents, or any Vice Presidentits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which thereof, and shall be attested by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or countersigned by the Rights Agent (unless applicable exchange rules and law permit facsimile signature, by an authorized signatory of in which case the Rights Agent, but it Agent signature may be by facsimile) and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by one of its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, authorized officers either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, countersigned by an authorized signatory of the Rights Agent, but it Agent either manually or by facsimile signature and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. In case any authorized signatory of the Rights Agent who shall have countersigned any of the Right Certificates shall cease to be such signatory before delivery by the Company, such Right Certificates, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Right Certificates had not ceased to be such signatory; and any Right Certificates may be countersigned on behalf of the Rights Agent by any person who, at the actual date of the countersignature of such Right Certificate, shall be a proper signatory of the Rights Agent to countersign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such a signatory. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right CertificatesCertificates issued hereunder, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number date of each of the Right Certificates and the date of countersignature of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive Officer, President, any Vice President or any Vice Presidentits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by one of its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, authorized officers either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, countersigned by an authorized signatory of the Rights Agent, but it Agent either manually or by facsimile signature and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. In case any authorized signatory of the Rights Agent who shall have countersigned any of the Right Certificates shall cease to be such signatory before delivery by the Company, such Right Certificates, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Right Certificates not ceased to be such signatory; and any Right Certificate may be countersigned on behalf of the Rights Agent by any person who, at the actual date of the countersignature of such Right Certificate, shall be a proper signatory of the Rights Agent to countersign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such a signatory. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, and the certificate number date of each of the Right Certificates and the date of countersignature of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman the chief executive officer or the chief financial officer of the Board of Directors, the Chief Executive Officer, President Company or by any Vice Presidentperson authorized thereby, either manually or by facsimile signature, ; and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary secretary or any Assistant Secretary assistant secretary of the Company or the treasurer or any assistant treasurer of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or countersigned by facsimile signature, by an authorized signatory of the Rights Agent, but it Agent and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned, either manually or by facsimile. In case If any officer of the Company who shall have signed executed or attested 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 the Right Certificates, nevertheless, 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 Person who signed such the Right Certificates had not ceased to be such an officer of the Company; and any . Any Right Certificate may be signed executed or attested on behalf of the Company by any person Person who, at the actual date of the execution or attestation of such the Right Certificate, shall be is a proper officer of the Company to sign such execute or attest the Right Certificate, although even if at the date of the execution of this Agreement any such person the Person was not such an a proper officer. Following the Distribution Date, and receipt by the Rights Agent of written notice to that effect and other relevant and necessary information referred to in Section 3.1, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and of the transfer of the Right Certificates issued hereunder. Such These books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced represented on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of issuance of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman President, any Vice President or a director of the Board of Directors, the Chief Executive Officer, President or any Vice PresidentCompany, either manually or by facsimile signature, and shall have affixed thereto the Company's common seal or a facsimile thereof which thereof, and shall be attested by the Secretary or any Assistant Secretary or a second director of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, signature countersigned by an authorized signatory of the Rights Agent, but it Agent and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned. In case any officer or director of the Company who shall have signed any of the Right Certificates shall cease to be such officer or director 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 officer or director 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 or director 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 or director. In case any authorized signatory of the Rights Agent who shall have countersigned any of the Right Certificates shall cease to be such signatory before delivery by the Company, such Right Certificates, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Right Certificates had not ceased to be such signatory; and any Right Certificate may be countersigned on behalf of the Rights Agent by any person who, at the actual date of the countersignature of such Right Certificate, shall be a proper signatory of the Rights Agent to countersign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such a signatory. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal shareholder services office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The From and after the distribution of Right Certificates pursuant to the second paragraph of Section 3(a) hereof, (a) the Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of DirectorsBoard, the Chief Executive Officer, its President or any of its Executive Vice PresidentPresidents, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which and shall be attested by the Treasurer or an Assistant Treasurer, or Secretary or any an Assistant Secretary of the Company, either manually or by facsimile signature. The ; (b) the Right Certificates shall be countersigned, either manually or countersigned by facsimile signature, by an authorized signatory of the Rights Agent, but it Agent and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned. In ; (c) in case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Companythereof, 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 officer of the Company; and (d) 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. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Rights Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by one of its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, authorized officers either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, countersigned by an authorized signatory of the Rights Agent, but it Agent either manually or by facsimile signature and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. In case any authorized signatory of the Rights Agent who shall have countersigned any of the Right Certificates shall cease to be such signatory before delivery by the Company, such Right Certificates, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Right Certificates had not ceased to be such signatory; and any Right Certificates may be countersigned on behalf of the Rights Agent by any person who, at the actual date of the countersignature of such Right Certificate, shall be a proper signatory of the Rights Agent to countersign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such a signatory. Following the Distribution Date, receipt by the Rights Agent of notice to that effect and all other relevant information referred to in Section 3(a), the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right CertificatesCertificates issued hereunder, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number date of each of the Right Certificates and the date of countersignature of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by one of its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, authorized officers either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, countersigned by an authorized signatory of the Rights Agent, but it Agent either manually or by facsimile signature and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. In case any authorized signatory of the Rights Agent who shall have countersigned any of the Right Certificates shall cease to be such signatory before delivery by the Company, such Right Certificates, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Right Certificates had not ceased to be such signatory; and any Right Certificates may be countersigned on behalf of the Rights Agent by any person who, at the actual date of the countersignature of such Right Certificate, shall be a proper signatory of the Rights Agent to countersign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such a signatory. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number date of each of the Right Certificates and the date of countersignature of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by one of its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, authorized officers either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, countersigned by an authorized signatory of the Rights Agent, but it Agent either manually or by facsimile signature and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. In case any authorized signatory of the Rights Agent who shall have countersigned any of the Right Certificates shall cease to be such signatory before delivery by the Company, such Right Certificates, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Right Certificates had not ceased to be such signatory; and any Right Certificate may be countersigned on behalf of the Rights Agent by any person who, at the actual date of the countersignature of such Right Certificate, shall be a proper signatory of the Rights Agent to countersign such Right Certificate, although at the date of the execution of this Agreement any such person was not such a signatory. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, and the certificate number date of each of the Right Certificates and the date of countersignature of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, President its President, its Vice Chairman of the Board, its Chief Financial Officer, or any of its Vice PresidentPresidents, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which thereof, and shall be attested by the Secretary or any an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, countersigned by the Rights Agent either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it signature and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution DateDate and receipt by the Rights Agent of notice to that effect, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by one of its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, authorized officers either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, countersigned by an authorized signatory of the Rights Agent, but it Agent either manually or by facsimile signature and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. In case any authorized signatory of the Rights Agent who shall have countersigned any of the Right Certificates shall cease to be so authorized before delivery by the Company, such Right Certificates, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Right Certificates not ceased to be so authorized; and any Right Certificate may be countersigned on behalf of the Rights Agent by any person who, at the actual date of the countersignature of such Right Certificate, shall be properly authorized to countersign such Right Certificate, although at the date of the execution of this Agreement any such person was not so authorized. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, and the certificate number date of each of the Right Certificates and the date of countersignature of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, the President and Chief Executive Officer, President the Chief Financial Officer, any Senior Vice President, the Corporate Secretary or any Vice PresidentAssistant Corporate Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which shall be attested by the Corporate Secretary or any Assistant Secretary of the CompanyCompany or by such officers as the Board may designate, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 Person who signed such Right Certificates had not ceased to be such officer of the Company; and 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 Agreement any such person Person was not such an officer. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary Secretary, or any Assistant Secretary Secretary, of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced represented on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of DirectorsBoard, the Chief Executive Officer, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which shall be attested by the Secretary or any an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, countersigned by an authorized signatory of the Rights Agent, but it either manually or by facsimile signature, and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 officer of the Company; and any Right Certificate Certificates 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. Following the Distribution Date, In case any authorized signatory of the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer who shall have countersigned any of the Right Certificates issued hereunder. Such books shall show cease to be such signatory before delivery by the names and addresses of the respective holders of the Company, such Right Certificates, nevertheless, may be issued and delivered by the number of Rights evidenced Company with the same force and effect as though the person who countersigned such Right Certificates had not ceased to be such signatory; and any Right Certificate may be countersigned on its face by each behalf of the Right CertificatesRights Agent by any person who, at the certificate number of each actual date of the countersignature of such Right Certificates and Certificate, shall be a proper signatory of the Rights Agent to countersign such Right Certificate, although at the date of each the execution of the Right Certificatesthis Rights Agreement any such person was not such a signatory.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive Officer, President Officer or any Vice PresidentChief Financial Officer of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary Director of Investor Relations and International Business Development of the CompanyCompany or by such officers as the Board may designate, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 Person who signed such Right Certificates had not ceased to be such officer of the Company; and 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 Agreement any such person Person was not such an officer. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board of Directors, the and Chief Executive Officer, the President, the Senior Vice President or any Vice PresidentPresident of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which shall be attested by the Secretary Corporate Treasurer or any Assistant the Secretary of the CompanyCompany or by such officers as the Board may designate, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 Person who signed such Right Certificates had not ceased to be such officer of the Company; and 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 Agreement any such person Person was not such an officer. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of DirectorsBoard, the Chief Executive Officerits President, President its Treasurer or any Vice President, either manually or by facsimile or by electronic signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which thereof, and shall be attested by an authorized signatory of the Secretary Clerk or any an Assistant Secretary Clerk of the Company, either manually or by facsimile or by electronic signature. The Right Certificates shall be countersigned, either manually or by facsimile or by electronic signature, by an authorized signatory of the Rights Agent, but it Agent and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 individual who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person individual 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 is not such an officer. Following the Distribution Date, receipt by the Rights Agent will of notice to that effect and all other information and documents referred to in Section 3(a), the Rights Agent shall keep or cause to be kept, at its principal officethe office of the Rights Agent designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, President its President, its Vice Chairman of the Board, its Chief Financial Officer, or any of its Vice PresidentPresidents, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which thereof, and shall be attested by the Secretary or any an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, countersigned either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it Agent and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates(and, if different, the certificate number of Rights represented by) each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by one of its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, authorized officers either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, countersigned by an authorized signatory of the Rights Agent, but it Agent either manually or by facsimile signature and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. In case any authorized signatory of the Rights Agent who shall have countersigned any of the Right Certificates shall cease to be such signatory before delivery by the Company, such Right Certificates, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Right Certificates not ceased to be such signatory; and any Right Certificate may be countersigned on behalf of the Rights Agent by any person who, at the actual date of the countersignature of such Right Certificate, shall be a proper signatory of the Rights Agent to countersign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such a signatory. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced represented on its face by each of the Right Certificates, and the certificate number date of each of the Right Certificates and the date of countersignature of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall --------------------------------- be executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive Officer, President or the President, the Treasurer, the Secretary and any Vice PresidentPresident of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the CompanyCompany or by such officers as the Board may designate, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 Person who signed such Right Certificates had not ceased to be such officer of the Company; and 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 Agreement any such person Person was not such an officer. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company Brillian by its Chairman of the Board of Directors, the Chief Executive Officer, President Officer or any Vice its President, either manually or by facsimile signature, and shall have affixed thereto the CompanyBrillian's seal or a facsimile thereof which thereof, and shall be attested by the Secretary or any Assistant Secretary of the CompanyBrillian, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or countersigned by facsimile signature, by an authorized signatory of the Rights Agent, but it Agent and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned. In case any officer of the Company Brillian who shall have signed any of the Right Certificates shall cease to be such officer of the Company Brillian before countersignature by the Rights Agent and issuance and delivery by the CompanyBrillian, such Right Certificates, nevertheless, may be countersigned by the Rights Agent, Agent and issued and delivered by the Company Brillian with the same force and effect as though the person individual who signed such Right Certificates had not ceased to be such officer of the CompanyBrillian; and any Right Certificate may be signed on behalf of the Company Brillian by any person individual who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company Brillian to sign such Right Certificate, although at the date of the execution of this Agreement any such person individual was not such an officer. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by one of its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, authorized officers either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, countersigned by an authorized signatory of the Rights Agent, but it Agent either manually or by facsimile signature and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. In case any authorized signatory of the Rights Agent who shall have countersigned any of the Right Certificates shall cease to be such signatory before delivery by the Company, such Right Certificates, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Right Certificates had not ceased to be such signatory; and any Right Certificate may be countersigned on behalf of the Rights Agent by any person who, at the actual date of the countersignature of such Right Certificate, shall be a proper signatory of the Rights Agent to countersign such Right Certificate, although at the date of the execution of this Agreement any such person was not such a signatory. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number date of each of the Right Certificates and the date of countersignature of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman the President and Chief Executive Officer or Managing Director and Treasurer of the Board of Directors, the Chief Executive Officer, President or any Vice PresidentCompany, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the CompanyCompany or by such officers as the Board may designate, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 Person who signed such Right Certificates had not ceased to be such officer of the Company; and 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 Agreement Plan any such person Person was not such an officer. Following the Distribution DateDate and the Receipt by the Rights Agent of the written notice to that effect and all other relevant information referred to in this Plan, the Rights Agent will keep or cause to be kept, at its principal officeoffice or offices designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by one of its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice Presidentauthorized officers, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile fac- simile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, counter- signed by an authorized signatory of the Rights Agent, but it Agent either manually or by facsimile signature and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 officer of the Company before countersignature counter- signature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, nevertheless may be countersigned counter- signed 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 officer of the Company; and any Right Certificate may be signed on behalf of the Company Com- pany by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company Com- pany to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer. In case any authorized signatory of the Rights Agent who shall have countersigned any of the Right Certificates shall cease to be such signatory before delivery by the Com- pany, such Right Certificates, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Right Certificates had not ceased to be such signatory; and any Right Certificates may be countersigned on behalf of the Rights Agent by any person who, at the actual date of the countersignature of such Right Certificate, shall be a proper signatory of the Rights Agent to countersign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such a signatory. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certifi- xxxxx issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number date of each of the Right Certificates and the date of countersignature of each of the Right Certificates.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of DirectorsBoard, the Chief Executive Officer, President or any Vice President, President either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which thereof, and shall be attested by the Treasurer, an Assistant Treasurer, the Corporate Secretary or any an Assistant Corporate Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or countersigned by facsimile signature, by an authorized signatory of the Rights Agent, but it Agent and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution Date, In case any authorized signatory of the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer who shall have countersigned any of the Right Certificates issued hereunder. Such books shall show cease to be such signatory before delivery by the names and addresses of the respective holders of the Company, such Right Certificates, nevertheless, may be issued and delivered by the number of Rights evidenced Company with the same force and effect as though the person who countersigned such Right Certificates had not ceased to be such signatory; and any Right Certificate may be countersigned on its face by each behalf of the Right CertificatesRights Agent by any person who, at the certificate number of each actual date of the countersignature of such Right Certificates and Certificate, shall be a proper signatory of the Rights Agent to countersign such Right Certificate, although at the date of each the execution of the Right Certificatesthis Rights Agreement any such person was not such a signatory.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, President any of its Presidents, its Chief Financial Officer, or any of its Executive Vice PresidentPresidents, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which if the Company has a seal, and shall be attested by the Secretary or any an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signaturefacsimile, by an authorized signatory of the Rights Agent, but it Agent and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution Date, and receipt by the Rights Agent of written notice to that effect and all other relevant information referred to in Section 3(a) hereof, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board of DirectorsBoard, the Chief Executive Officer, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be countersigned, either manually or by facsimile signature, countersigned by an authorized signatory of the Rights Agent, but it either manually or by facsimile signature, and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 officer of the Company before countersignature by an authorized signatory of the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by an authorized signatory of 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 Rights Certificates had not ceased to be such 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. (b) Following the Distribution Date, the Rights Agent will keep keep, or cause to be kept, at its principal officeoffice or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfer, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Rights Certificates and the date of each of the Right Rights Certificates. Section 6. Transfer, Split-Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates. (a) Subject to the provisions of Section 4(b), Section 7(e) and Section 14 hereof, at any time after the close of business on the Distribution Date, and at or prior to the close of business on the Expiration Date, any Rights Certificate or Certificates (other than Rights Certificates representing Rights that may have been exchanged pursuant to Section 24 hereof) may be transferred, split up, combined or exchanged for another Rights Certificate or Certificates, entitling the registered holder to purchase a like number of one one-hundredths of a share of Preferred Stock (or, following the occurrence of a Triggering Event, Common Stock, other securities, cash or other assets, as the case may be) as the Rights Certificate or Certificates surrendered then entitled such holder (or former holder in the case of a transfer) to purchase. Any registered holder desiring to transfer, split up, combine or exchange any Rights Certificate or Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Rights Certificate or Certificates to be transferred, split up, combined or exchanged, with the forms of assignment and certificate contained therein duly executed, at the principal office or offices of the Rights Agent designated for such purpose. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificate until the registered holder shall have completed and signed the certificate contained in the form of assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request. Thereupon the Rights Agent shall, subject to Section 4(b), Section 7(e), Section 14 hereof and Section 24 hereof, countersign and deliver to the Person entitled thereto a Rights Certificate or Rights Certificates, as the case may be, as so requested. The Company may require payment from the holder of a Rights Certificate of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split up, combination or exchange of Rights Certificates. (b) Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Rights Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of the Rights Certificate if mutilated, the Company will execute and deliver a new Rights Certificate of like tenor to the Rights Agent for countersignature and delivery to the registered owner in lieu of the Rights Certificate so lost, stolen, destroyed or mutilated. Section 7.

Countersignature and Registration. (a) The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board of Directors, the Chief Executive OfficerPresident, President any of the Vice Presidents, the Treasurer or any Vice Presidentthe Controller of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which thereof, and shall be attested by the Secretary or any an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either countersigned (manually or by facsimile signature, signature in a manner satisfactory to the Company) by an authorized signatory of the Rights Agent, but it Agent and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 Person who signed such Right Certificates had not ceased to be such officer of the Company; and 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 by any such person Person was not such an officer. (b) Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officean office or agency designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.. Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates;

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by one of its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, authorized officers either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, countersigned by an authorized signatory of the Rights Agent, but it Agent either manually or by facsimile signature and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 Person who signed such Right Certificates had not ceased to be such officer of the Company; and 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 Agreement any such person Person was not such an officer. In case any authorized signatory of the Rights Agent who shall have countersigned any of the Right Certificates shall cease to be so authorized before delivery by the Company, such Right Certificates, nevertheless, may be issued and delivered by the Company with the same force and effect as though the Person who countersigned such Right Certificates had not ceased to be so authorized; and any Right Certificate may be countersigned on behalf of the Rights Agent by any Person who, at the actual date of the countersignature of such Right Certificate, shall be properly authorized to countersign such Right Certificate, although at the date of the execution of this Agreement any such Person was not so authorized. Following the Distribution DateDate and the receipt by the Rights Agent of all relevant information, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated pursuant to Section 26 hereof for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, and the certificate number date of each of the Right Certificates and the date of countersignature of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive Officer, President the President, the Treasurer, the Secretary or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which thereof, and shall be attested by the Corporate Secretary or any Assistant Secretary of the CompanyCompany or by such other officers as the Board may designate, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary Secretary, or the Treasurer or any Assistant Treasurer, of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution DateDate and receipt by the Rights Agent of all necessary information, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. 5.1 The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice Presidenttwo duly authorized officers, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which shall be attested to by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, countersigned by an authorized signatory of the Rights Agent, but it Agent either manually or by facsimile signature and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned, and such countersignature upon any Right Certificate shall be conclusive evidence, and the only evidence, that such Right Certificate has been duly countersigned as required hereunder. In case any officer of the Company who shall have has signed any of the Right Certificates shall cease ceases to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery of the Right Certificate by the Company, such Right Certificates, nevertheless, may be countersigned by an authorized signatory of 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 had not ceased to be such officer of the Company; and any Right Certificate Certificates 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 is 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. In case any authorized signatory of the Rights Agent who has countersigned any of the Right Certificates ceases to be so authorized before delivery by the Company, such Right Certificates, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Right Certificates had not ceased to be so authorized; and any Right Certificates may be countersigned on behalf of the Rights Agent by any person who, at the actual date of the countersignature of such Right Certificate, is properly authorized to countersign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificatesso authorized.

Countersignature and Registration. The Right Certificates shall be --------------------------------- executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution DateDate and receipt by the Rights Agent of all relevant information, the Rights Agent will keep or cause to be kept, at its principal office, designated for such purpose pursuant to Section 25, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be duly executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive Officer, President the Chief Financial Officer, the General Counsel or any Vice PresidentPresident of the Company and such other officers of the Company as the Board may designate, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the CompanyCompany or by such officers as the Board may designate, either manually or by facsimile signature. The Upon written request by the Company, the Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 Person who signed such Right Certificates had not ceased to be such officer of the Company; and 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 Agreement any such person Person was not such an officer. Following the Distribution DateDate and receipt by the Rights Agent of written notice to that effect and all other relevant information referred to in this Agreement, the Rights Agent will keep or cause to be kept, at its principal officeoffice or offices designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Warrant Certificates shall be executed on behalf of the Company by its Chairman of the Board of DirectorsChairman, the Chief Executive Officer, its President or any a Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Warrant Certificates shall be countersigned, countersigned by the Warrant Agent either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it signature and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Warrant Certificates shall cease to be such officer of the Company before countersignature by the Rights Warrant Agent and issuance and delivery by the Company, such Right Warrant Certificates, nevertheless, may be countersigned by the Rights Warrant Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates Warrant Certificate had not ceased to be such officer of the Company; and any Right Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Warrant Certificate, shall be a proper officer of the Company to sign such Right Warrant Certificate, although at the date of the execution of this Warrant Agreement any such person was not such an officer. Following the Distribution Date, the Rights The Warrant Agent will keep or cause to be kept, at one of its principal officeoffices in Canton, Massachusetts, or at the office of one of its agents, books for registration and transfer of the Right Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right CertificatesHolders, the number of Rights warrants evidenced on its the face by each of the Right Certificates, the certificate number of each of the Right Certificates such Warrant Certificate and the date of each of such Warrant Certificate. The Warrant Agent will create a special account for the Right issuance of Warrant Certificates. The Company shall provide an opinion of counsel on or prior to the Effective Date to set up reserve of warrants. The opinion shall address, subject to customary qualifications and limitations, that (1) no registration of the Warrants under the Securities Act of 1933, as amended, is required for the issuance of the Warrants to Company’s stockholders as a dividend, and (2) the Warrants, when issued to Company’s stockholders in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of DirectorsPresident, the Chief Executive Officer, President or any Vice President, either manually the Treasurer, any Assistant Treasurer, the Secretary or by facsimile signature, any Assistant Secretary of the Company and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the CompanyCompany or by such other officers as the Board may designate, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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 Plan any such person was not such an officer. Following the Distribution Date, and receipt by the Rights Agent of written notice to that effect and all other relevant information referred to in this Plan, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be duly executed on behalf of the Company by its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, President its President, it Chief Financial Officer or any of its Executive Vice PresidentPresidents, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which thereof, and shall be attested by the Secretary or any an Assistant Secretary of the Company, either manually or by facsimile signature. The Upon written request by the Company, the Right Certificates shall be countersigned, either manually or by facsimile or other electronic signature, by an authorized signatory of the Rights Agent, Agent (but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate Rights Certificates) and shall not be valid 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 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 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. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice or offices designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The From and after the --------------------------------- distribution of Right Certificates pursuant to the second paragraph of Subsection 3(a), (i) the Right Certificates shall be executed on behalf of the Company --------------- Trust by its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, President its Chief Operating Officer, its Chief Financial Officer, its President, any of its Vice Presidents, or any Vice Presidentits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the CompanyTrust's seal or a facsimile thereof which thereof, and shall be attested by the Secretary or any an Assistant Secretary of the CompanyTrust, either manually or by facsimile signature. The ; (ii) the Right Certificates shall be countersigned, either manually or countersigned by facsimile signature, by an authorized signatory of the Rights Agent, but it Agent and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned. In ; (iii) in case any officer of the Company Trust who shall have signed any of the Right Certificates shall cease to be such officer of the Company Trust before countersignature by the Rights Agent and issuance and delivery by the Companythereof, 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 officer of the CompanyTrust; and (iv) any Right Certificate may be signed on behalf of the Company Trust by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company Trust to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Rights Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates --------------------------------- shall be executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, President its President, its Vice Chairman of the Board, its Chief Financial Officer, or any of its Vice PresidentPresidents, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which thereof, and shall be attested by the Secretary or any an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be countersigned, either manually or countersigned by facsimile signature, by an authorized signatory of the Rights Agent, but it Agent and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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, 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 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 Agreement any such person was not such an officer. Following the Distribution DateDate and receipt by the Rights Agent of the notice and list of record holders of Rights referred to in Section 3(a), the Rights Agent will keep or cause to be kept, at its principal officeoffice designated pursuant to Section 26 hereof for such purpose, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, President its President, its Vice Chairman of the Board, its Chief Financial Officer, or any of its Vice PresidentPresidents, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which if the Company has a seal, and shall be attested by the Secretary or any an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or countersigned by facsimile signature, by an authorized signatory of the Rights Agent, but it Agent and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution Date, and receipt by the Rights Agent of written notice to that effect and all other relevant information referred to in Section 3(a), the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by one of its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, authorized officers either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, countersigned by an authorized signatory of the Rights Agent, but it Agent either manually or by facsimile signature and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 officer of the Company; and any Right Certificate may be signed on behalf of the Company Com- pany 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. In case any authorized signatory of the Rights Agent who shall have countersigned any of the Right Certificates shall cease to be so authorized before delivery by the Company, such Right Certificates, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Right Certificates not ceased to be so authorized; and any Right Certificate may be countersigned on behalf of the Rights Agent by any person who, at the actual date of the countersignature of such Right Certificate, shall be properly authorized to countersign such Right Certificate, although at the date of the execution of this Agreement any such person was not so authorized. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, and the certificate number date of each of the Right Certificates and the date of countersignature of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, President its President, its Vice Chairman of the Board, its Chief Financial Officer, or any of its Vice PresidentPresidents, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which if the Company has a seal, and shall be attested by the Secretary or any an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or countersigned by facsimile signature, by an authorized signatory of the Rights Agent, but it Agent and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution Date, and receipt by the Rights Agent of written notice to that effect and all other relevant information referred to in Section 3(a), the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive OfficerBoard, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or countersigned by facsimile signature, by an authorized signatory of the Rights Agent, but it Agent and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned. In case any officer of the Company who shall have has signed any of the Right Certificates shall cease ceases to be such 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 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 is 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. Following the Distribution Shares Acquisition Date, the Rights Agent will keep or cause to be kept, at one of its principal officeoffices in Cleveland, Ohio, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Rights Certificates --------------------------------- shall be executed on behalf of the Company by its Chairman of the Board Board, its President, any of Directors, the Chief Executive Officer, President its Vice Presidents or any Vice Presidentits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any of its Assistant Secretary of the CompanySecretaries, either manually or by facsimile signature. The Right Rights Certificates shall be countersigned, either manually or by facsimile signature, countersigned by an authorized signatory of the Rights Agent, but it Agent and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed executed any of the Right Rights Certificates or who shall have attested the Company's seal thereon shall cease to be such officer of the Company before countersignature by an authorized signatory of the Rights Agent and issuance and delivery by the Company, such Right Rights 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 executed such Right Rights Certificates or who attested the Company's seal thereon had not ceased to be such officer of the Company; and any Right Rights Certificate may be signed executed on behalf of the Company and the Company's seal may be attested by any person who, at the actual date of the such execution of such Right Certificateor attestation, shall be a proper officer of the Company to sign such Right CertificateCompany, although at the date of the execution of this Rights Agreement any such person was not such an officer. Following After the Distribution Date, the Rights Agent will shall keep or cause to be kept, at its principal office, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates Rights Certificate and the date of each of the Right CertificatesRights Certificate.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 Person who signed such Right Certificates had not ceased to be such officer of the Company; and 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 Agreement any such person was not such an officer. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by one of its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, authorized officers either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, countersigned by an authorized signatory of the Rights Agent, but it Agent either manually or by facsimile signature and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. In case any authorized signatory of the Rights Agent who shall have countersigned any of the Right Certificates shall cease to be so authorized before delivery by the Company, such Right Certificates, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Right Certificates had not ceased to be so authorized; and any Right Certificate may be countersigned on behalf of the Rights Agent by any person who, at the actual date of the countersignature of such Right Certificate, shall be authorized to countersign such Right Certificate, although at the date of the execution of this Agreement any such person was not so authorized. Following the Distribution DateDate and Receipt by the Rights Agent of all necessary information, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, and the certificate number date of each of the Right Certificates and the date of countersignature of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be duly executed on behalf of the Company by any two authorized officers of the Company, including but not limited to its Chairman of the Board Board, its President, any of Directorsits Vice Presidents, the Chief Executive Officerits Treasurer, President its Secretary or any Vice Presidentof its Assistant Secretaries, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary Secretary, an Assistant Secretary, the Treasurer or any an Assistant Secretary of the CompanyTreasurer, either manually or by facsimile signaturesignature or by other customary means of electronic transmission. The Upon written request by the Company, the Right Certificates shall be countersignedcountersigned by the Rights Agent, either manually or by facsimile signaturesignature or by other customary means of electronic transmission, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned, either manually or by facsimile or by other customary means of electronic transmission. In case If any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, 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 Person that signed such Right Certificates had not ceased to be such officer of the Company; and any . Any Right Certificate may be signed on behalf of the Company by any person whoPerson that, at the actual date of the execution of such Right Certificate, shall be is a proper officer of the Company to sign such Right Certificate, although even if at the date of the execution of this Agreement any such person Person was not such an officer. Following the Distribution Date, and receipt by the Rights Agent of written notice to that effect and all other relevant information referred to in this Agreement, the Rights Agent will keep or cause to be kept, at its principal officeoffice or offices designated for such purpose, books for registration and of the transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive Officer, its President or any Vice PresidentPresident (or more senior officer) of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which shall be attested by the Secretary or any an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be countersigned, either manually or by facsimile signature, countersigned by an authorized signatory of the Rights Agent, but it either manually or by facsimile signature, and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 officer of the Company before countersignature by an authorized signatory of the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by an authorized signatory of 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 Rights Certificates had not ceased to be such 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. Following the Distribution Date, In case any authorized signatory of the Rights Agent will keep or cause who has countersigned any of the Rights Certificates ceases to be keptan authorized signatory of the Rights Agent before issuance and delivery by the Company, such Rights Certificates, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Rights Certificates had not ceased to be an authorized signatory of the Rights Agent; and any Rights Certificates may be countersigned on behalf of the Rights Agent by any person who, at its principal office, books for registration and transfer the actual date of the Right Certificates issued hereunder. Such books shall show the names and addresses countersignature of the respective holders of the Right Certificatessuch Rights Certificate, the number of is properly authorized to countersign such Rights evidenced on its face by each of the Right CertificatesCertificate, the certificate number of each of the Right Certificates and although at the date of each the execution of the Right Certificatesthis Agreement any such person was not so authorized.

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by its Chairman Chairperson of the Board of DirectorsBoard, the Chief Executive Officer, President or President, Chief Financial Officer, any Vice President, either manually or by facsimile or other electronic signature, and shall have affixed thereto the Company's ’s seal (if any) or a facsimile thereof which or other electronic copy thereof, and shall be attested by the Secretary or any an Assistant Secretary of the Company, either manually or by facsimile or other electronic signature. The Right Rights Certificates shall be countersignedcountersigned by the Rights Agent, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it or other electronic signature and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned. In case any authorized officer of the Company who shall have signed any of the Right Rights Certificates shall cease to be such an authorized 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, 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 authorized 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 an authorized 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 authorized officer. Following the Distribution Date, In case any authorized signatory of the Rights Agent will keep or cause who has countersigned any of the Rights Certificates ceases to be kept, at its principal office, books for registration and transfer an authorized signatory of the Right Rights Agent before its issuance and delivery by the Company, such Rights Certificates, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Rights Certificates issued hereunder. Such books shall show the names and addresses had not ceased to be an authorized signatory of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right CertificatesAgent.

Countersignature and Registration. 5.1 The Right Certificates shall be executed on behalf of the Company by its Chairman or Vice Chairman of the Board of DirectorsBoard, the Chief Executive Officer, its President or any Vice PresidentPresident and by its Treasurer, any Assistant Treasurer, Secretary or any Assistant Secretary, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which shall be attested to by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it Agent and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned, and such countersignature upon any Right Certificate shall be conclusive evidence, and the only evidence, that such Right Certificate has been duly countersigned as required hereunder. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such 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 an authorized signatory of 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 officer of the Company; and any Right Certificate Certificates 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. Following the Distribution Date, In case any authorized signatory of the Rights Agent will keep or cause who has countersigned any Right Certificate ceases to be keptan authorized signatory of the Rights Agent before issuance and delivery by the Company, such Right Certificate, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Right Certificate had not ceased to be an authorized signatory of the Rights Agent; and any Right Certificate may be countersigned on behalf of the Rights Agent by any person who, at its principal office, books for registration and transfer the actual date of the countersignature of such Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Certificate, is properly authorized to countersign such Right CertificatesCertificate, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and although at the date of each the execution of the Right Certificatesthis Agreement any such person was not so authorized.

Countersignature and Registration. The Right Certificates --------------------------------- shall be executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at one of its principal officeoffices in Los Angeles, California, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be duly executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive Officer, President Officer or any Vice its President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature. The Upon written request by the Company, the Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned, either manually or by facsimile. In case If any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, 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 Person who signed such Right Certificates had not ceased to be such 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 is a proper officer of the Company to sign such Right Certificate, although even if at the date of the execution of this Agreement any such person Person was not such an officer. Following the Distribution Date, and receipt by the Rights Agent of written notice to that effect and all other relevant information referred to in this Agreement, the Rights Agent will keep or cause to be kept, at its principal officeoffice or offices designated for such purpose, books for registration and of the transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, President its President, its Vice Chairman of the Board, its Chief Financial Officer, or any of its Executive Vice PresidentPresidents, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which if the Company has a seal, and shall be attested by the Secretary or any an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersignedcountersigned by the Rights Agent, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 either manually or by facsimile signature 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 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. Following the Distribution Date, and receipt by the Rights Agent of written notice to that effect and all other relevant information referred to in Section 3(a) hereof, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, President President, Chief Financial Officer, or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which shall be attested by the Secretary or any an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be countersigned, either manually or by facsimile signature, countersigned by an authorized signatory of the Rights Agent, but it either manually or by facsimile signature and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 officer of the Company before countersignature by an authorized signatory of the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by an authorized signatory of 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 Rights Certificates had not ceased to be such 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. Following the Distribution Date, In case any authorized signatory of the Rights Agent will keep or cause who has countersigned any of the Rights Certificates ceases to be keptan authorized signatory of the Rights Agent before issuance and delivery by the Company, such Rights Certificates, nevertheless, may be issued and delivered by the Company with the same force and effect as thought the person who countersigned such Rights Certificates had not ceased to be an authorized signatory of the Rights Agent; and any Rights Certificates may be countersigned on behalf on behalf of the Rights Agent by any person who, at its principal office, books for registration and transfer the actual date of the Right Certificates issued hereunder. Such books shall show the names and addresses countersignature of the respective holders of the Right such Rights Certificates, the number of is properly authorized to countersign such Rights evidenced on its face by each of the Right CertificatesCertificate, the certificate number of each of the Right Certificates and although at the date of each the execution of the Right Certificatesthis Agreement any such person was not so authorized.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice in Los Angeles, California books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be duly executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive Officer, President Officer or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which shall be attested by the Secretary Secretary, or any Assistant Secretary Secretary, of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution DateDate and receipt by the Rights Agent of notice to that effect and all relevant information referred to in Section 3.1, the Rights Agent will keep or cause to be kept, at its principal office, designated to the Company for such purposes, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced represented on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or countersigned by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution Date, receipt by the Rights Agent of notice to that effect and all other relevant information referred to in Section 3.1, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice PresidentOfficer and the Chief Financial Officer of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the CompanyCompany or by such officers as the Board may designate, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 Person who signed such Right Certificates had not ceased to be such officer of the Company; and 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 Agreement any such person Person was not such an officer. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board of DirectorsBoard, the its Chief Executive Officerofficer, President its President, any of its Vice Presidents, or any Vice Presidentits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which thereof, and shall be attested by the Secretary or any an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be countersignedcountersigned by the Rights Agent, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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, 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 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 officer. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice or offices designated as the appropriate place for surrender of such Rights Certificate or transfer, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Rights Certificates and the date of each of the Right Rights Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, President its President, any of its Vice Presidents, or any Vice Presidentits Treasurer (each a “Company Right Certificate Signatory”), either manually or by PDF or facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which thereof, and shall be attested by the Secretary or any Assistant Secretary of the Company, either manually or by PDF or facsimile signature. The Right Certificates shall be countersigned, either manually or by PDF or facsimile signature, signature countersigned by an authorized signatory of the Rights Agent, but it Agent and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned, either manually or by PDF or facsimile. In case any officer Company Right Certificate Signatory of the Company who shall have signed any of the Right Certificates shall cease to be such officer hold the requisite office 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 officer of the Companya Company Right Certificate Signatory; 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 Right Certificate Signatory to sign such Right Certificate, although at the date of the execution of this Agreement any such person was not such an officera Company Right Certificate Signatory. Following the Distribution Date, receipt by the Rights Agent of notice to that effect and all other relevant information and documents referred to in Section 3(a), the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and of the transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right (a)The Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, its President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which shall be attested by the Secretary or any an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be countersignedcountersigned by the Rights Agent, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it signature and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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, 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 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. Following (b)Following the Distribution DateDate and receipt by the Rights Agent of notice of such occurrence and of all other necessary information and documentation, as provided in Section 3(a) hereof, the Rights Agent will keep keep, or cause to be kept, at its principal officeoffice or offices designated as the appropriate place for surrender of Rights Certificates upon exercise or transfer, books for registration and transfer of the Right Rights Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of 11 Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Rights Certificates and the date of each of the Right Rights Certificates.. Section 6.Transfer, Split Up, Combination and Exchange of Rights Certificates;

Countersignature and Registration. The Right Warrant Certificates shall be executed on behalf of the Company by its the Chairman of the Board of DirectorsBoard, the Chief Executive Officer, President or any Vice President, either manually or President by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by any Vice President, Treasurer or the Secretary or any Assistant Secretary of the Company, either manually or Company by facsimile signature. The Right Warrant Certificates shall be countersigned, either manually or countersigned by facsimile signature, by an authorized signatory of the Rights Agent, but it Warrant Agent and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Warrant Certificates shall cease to be such officer of the Company before countersignature by the Rights Warrant Agent and issuance and delivery by the Company, such Right Warrant Certificates, nevertheless, may be countersigned by the Rights Warrant Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Right Warrant Certificates had not ceased to be such officer of the Company; and any Right Certificate Warrant Certificates may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right CertificateWarrant Certificates, shall be a proper officer of the Company to sign such Right CertificateWarrant Certificates, although at the date of the execution of this Warrant Agreement any such person was not such an officer. Following the Distribution Date, the Rights The Warrant Agent will keep or cause to be kept, at one of its principal officeoffices in the City of New York, State of New York, books for registration and transfer of the Right Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Warrant Certificates, the number of Rights Warrants evidenced on its face by each of the Right Warrant Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Warrant Certificates. The Warrant Agent shall countersign a Warrant Certificate only (a) upon initial issuance of the Warrants in accordance with the written order signed by the Chairman of the Board, the Chief Executive Officer, the President or any Vice President or (b) upon exchange, transfer or substitution for one or more previously countersigned Warrant Certificates as hereinafter provided.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company Corporation by its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, President its President, Chief Financial Officer, any of its Vice Presidents, or any Vice Presidentits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the CompanyCorporation's seal or a facsimile thereof which thereof, and shall be attested by the Secretary or any an Assistant Secretary of the CompanyCorporation, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or countersigned by facsimile signature, by an authorized signatory of the Rights Agent, but it Agent and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned. In case any officer of the Company Corporation who shall have signed any of the Right Certificates shall cease to be such officer of the Company Corporation before countersignature by the Rights Agent and issuance and delivery by the CompanyCorporation, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent, Agent and issued and delivered by the Company Corporation with the same force and effect as though the person who signed such Right Certificates had not ceased to be such officer of the CompanyCorporation; and any Right Certificate may be signed on behalf of the Company Corporation by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company Corporation to sign such Right Certificate, although at the date of the execution of this Agreement Rights Plan any such person was not such an officer. Following the Distribution DateDate and receipt by the Rights Agent of any relevant information, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated as the appropriate place for surrender of such Right Certificate or transfer, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, Certificates and the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Warrant Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice PresidentChief Financial Officer, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary other principal officer of the Company, either manually or by facsimile or electronic signature. The Right Warrant Certificates shall be countersigned, countersigned by the Warrant Agent either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it or electronic signature and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed any of the Right Certificates a Warrant Certificate shall cease to be such officer of the Company before countersignature by the Rights Warrant Agent and issuance and delivery by the Company, such Right CertificatesWarrant Certificate, nevertheless, may be countersigned by the Rights Warrant Agent, and issued and delivered by the Company with the same force and effect as though the person who signed such Right Certificates Warrant Certificate had not ceased to be such officer of the Company; and any Right Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date of the execution of such Right Warrant Certificate, shall be a proper officer of the Company to sign such Right Warrant Certificate, although at the date of the execution of this Agreement any such person was not such an officer. Following the Distribution Date, the Rights The Warrant Agent will keep or cause to be kept, at one of its principal officeoffices, or at the office of one of its agents, books for registration of original issuance and the registration of transfer of the Right Certificates Warrants issued hereunderhereunder (the “Warrant Register”). Such books shall show the names and addresses of the respective holders of the Right CertificatesWarrants (the “Holders” which term shall include transferees, successors and assignees under the terms hereunder and, if the Warrants are held in “street name,” a Participant), the number of Rights Warrant Shares evidenced on its face by each of Global Warrant or on the Right Certificates, the certificate number face of each of the Right Certificates Warrant Certificate and the date of each of such Warrant Certificate or Global Warrant. Any Person in whose name ownership of a beneficial interest in the Right CertificatesWarrants evidenced by a Global Warrant is recorded in the records maintained by the Depository or its nominee shall be deemed the “beneficial owner” thereof, provided that all such beneficial interests shall be held through a Participant, which shall be the registered holder of such Warrants. Prior to due presentment for registration of transfer of any Warrant Certificate, the Warrant Agent may deem and treat the Person in whose name that Warrant shall be registered on the Warrant Register as the absolute owner of such Warrant for purposes of any exercise thereof, and for all other purposes. The Warrant Agent shall not be affected by any notice to the contrary. Notwithstanding the foregoing, nothing herein shall prevent the Warrant Agent or any agent of the Warrant Agent from giving effect to any written certification, proxy or other authorization furnished by the Depository governing the exercise of the rights of a holder of a beneficial interest in any Warrant. The rights of beneficial owners in a Warrant evidenced by the Global Warrant shall be exercised by the Holder or a Participant through the Depository’s system, except to the extent expressly set forth herein.

Countersignature and Registration. 5.1 The Right Certificates shall be executed on behalf of the Company by its Chairman or Vice Chairman of the Board of DirectorsBoard, the Chief Executive Officer, its President or any Vice PresidentPresident and by its Treasurer, any Assistant Treasurer, Secretary or any Assistant Secretary, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which shall be attested to by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it Agent and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned, and such countersignature upon any Right Certificate shall be conclusive evidence, and the only evidence, that such Right Certificate has been duly countersigned as required hereunder. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such 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 an authorized signatory of 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 officer of the Company; Company; and any Right Certificate Certificates 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. Following the Distribution Date, In case any authorized signatory of the Rights Agent will keep or cause who has countersigned any Right Certificate ceases to be keptan authorized signatory of the Rights Agent before issuance and delivery by the Company, such Right Certificate, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Right Certificate had not ceased to be an authorized signatory of the Rights Agent; and any Right Certificate may be countersigned on behalf of the Rights Agent by any person who, at its principal office, books for registration and transfer the actual date of the countersignature of such Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Certificate, is properly authorized to countersign such Right CertificatesCertificate, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and although at the date of each the execution of the Right Certificatesthis Agreement any such person was not so authorized.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, countersigned by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice in Jersey City, New Jersey books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, the President and Chief Executive Officer, President or any the Chief Financial Officer and Senior Vice President, Finance or the Senior Vice President and General Counsel of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the CompanyCompany or by such officers as the Board may designate, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall may (but need not) have affixed thereto the Company's ’s seal or a facsimile thereof which shall may (but need not) be attested by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company Corporation by its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, President its President, any of its Vice Presidents, or any Vice Presidentits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the CompanyCorporation's seal or a facsimile thereof which thereof, and shall be attested by the Secretary or any an Assistant Secretary of the CompanyCorporation, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or countersigned by facsimile signature, by an authorized signatory of the Rights Agent, but it Agent and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned. In case any officer of the Company Corporation who shall have signed any of the Right Certificates shall cease to be such officer of the Company Corporation before countersignature by the Rights Agent and issuance and delivery by the CompanyCorporation, such Right Certificates, nevertheless, Certificates may nevertheless be countersigned by the Rights Agent, Agent and issued and delivered by the Company Corporation with the same force and effect as though the person who signed such Right Certificates had not ceased to be such officer of the CompanyCorporation; and any Right Certificate may be signed on behalf of the Company Corporation by any person who, at the actual date of the execution of such Right Certificate, shall be a proper officer of the Company Corporation to sign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such an officer. Following the Distribution DateDate and receipt by the Rights Agent of any relevant information, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated pursuant to Section 26 as the appropriate place for surrender of such Right Certificate or transfer, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, Certificates and the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, President its President, or any of its Vice PresidentPresidents, either manually or manually, by facsimile or electronic signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which thereof, and shall be attested by the Secretary Secretary, any Assistant Secretary, Treasurer or any Assistant Secretary Treasurer of the Company, either manually or manually, by facsimile or electronic signature. The Right Certificates shall be countersigned, either manually or countersigned by facsimile signature, by an authorized signatory of the Rights Agent, but it Agent and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned, either manually or by facsimile. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such 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 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. Following the Distribution DateDate and receipt by the Rights Agent of written notice to that effect, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and of the transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman any of the Board of Directors, the President and Chief Executive Officer, the Chief Operating Officer, the Executive Vice President and Chief Financial Officer, or any the Senior Vice President, General Counsel and Secretary of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof thereof, which shall be attested by the Secretary or any Assistant Secretary of the CompanyCompany or by such officers as the Board may designate, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 Person who signed such Right Certificates had not ceased to be such officer of the Company; and 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 Agreement any such person Person was not such an officer. Following the Distribution Date, receipt by the Rights Agreement of notice to that effect as required by Section 3.1 and all other relevant information referred to in Section 3.1, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, President its President, its Chief Operating Officer, any of its Vice Presidents or any Vice Presidentits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which thereof, and shall be attested by the Secretary or any an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or countersigned by facsimile signature, by an authorized signatory of the Rights Agent, but it Agent and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 officer of the Company; and 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. Following the Distribution DateDate and receipt by the Rights Agent of notice and a list of record holders of Rights, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated pursuant to Section 26 hereof, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, countersigned by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice in New York, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be duly executed on behalf of the Company by its Chairman of the Board of Directors, the its Chief Executive Officer, its President or any of its Vice PresidentPresidents, either manually or by facsimile signaturesignature or by other customary means of electronic transmission, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary Secretary, any Assistant Secretary, the Treasurer or any Assistant Secretary Treasurer of the Company, either manually or by facsimile signaturesignature or by other customary means of electronic transmission. The Upon written request by the Company, the Right Certificates shall be countersignedcountersigned by the Rights Agent, either manually or by facsimile signaturesignature or by other customary means of electronic transmission, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned, either manually or by facsimile or by other customary means of electronic transmission. In case If any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, 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 Person that signed such Right Certificates had not ceased to be such officer of the Company; and any . Any Right Certificate may be signed on behalf of the Company by any person whoPerson that, at the actual date of the execution of such Right Certificate, shall be is a proper officer of the Company to sign such Right Certificate, although even if at the date of the execution of this Agreement any such person Person was not such an officer. Following the Distribution Date, and receipt by the Rights Agent of written notice to that effect and all other relevant information referred to in this Agreement, the Rights Agent will keep or cause to be kept, at its principal officeoffice or offices designated for such purpose, books for registration and of the transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board of Directors, the and Chief Executive Officer, President or any Executive Vice PresidentPresident of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the CompanyCompany or by such officers as the Board may designate, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 Person who signed such Right Certificates had not ceased to be such officer of the Company; and 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 Agreement Plan any such person Person was not such an officer. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, countersigned by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice in [New York], books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile fascimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 Person who signed such Right Certificates had not ceased to be such officer of the Company; and 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 Agreement any such person was not such an officer. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Each Right Certificates Certificate to be issued, or reissued, pursuant to this Agreement shall be executed on behalf of the Company by its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, President its President, any of its Vice Presidents or any Vice Presidentits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal (if any) or a facsimile thereof which thereof, and shall be attested by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature. The Each such Right Certificates Certificate shall be countersigned, countersigned (either manually or by facsimile signature, ) by an authorized signatory of the Rights Agent, but it Agent and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed signs any of the Right Certificates shall cease ceases to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the CompanyAgent, 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 individual who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person individual who, at the actual date of the execution of such Right Certificate, shall be is a proper officer of the Company to sign such Right Certificate, although any such individual was not such an officer at the date of the execution of this Agreement any such person was not such an officerAgreement. Following the Distribution DateTime, the Rights Agent will shall keep or cause to be kept, at its principal officeoffice designated for such purposes, books or electronic records for registration of ownership and transfer of the Right Certificates issued hereunder. Such books or electronic records shall show the names and addresses of the respective registered holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.. Section 6. Transfer, Split Up, Combination and Exchange of Right Certificates;

Countersignature and Registration. The 5.1 Right Certificates shall be duly executed on behalf of the Company by its Chairman of the Board of Directors, the its Chief Executive Officer, its President or any of its Vice PresidentPresidents, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary Secretary, any Assistant Secretary, the Treasurer or any Assistant Secretary Treasurer of the Company, either manually or by facsimile signaturesignature or by other customary means of electronic transmission. The Upon written request by the Company, the Right Certificates shall be countersignedcountersigned by the Rights Agent, either manually or by facsimile signaturesignature or by other customary means of electronic transmission, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned, either manually or by facsimile or by other customary means of electronic transmission. In case If any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, 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 Person that signed such Right Certificates had not ceased to be such officer of the Company; and any . Any Right Certificate may be signed on behalf of the Company by any person whoPerson that, at the actual date of the execution of such Right Certificate, shall be is a proper officer of the Company to sign such Right Certificate, although even if at the date of the execution of this Agreement any such person Person was not such an officer. Following the Distribution Date, and receipt by the Rights Agent of written notice to that effect and all other relevant information referred to in this Agreement, the Rights Agent will keep or cause to be kept, at its principal officeoffice or offices designated for such purpose, books for registration and of the transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" 4892-7248-5238v.2" "" evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be duly executed on behalf of the Company by its Chairman of the Board of Directors, the its Chief Executive Officer, its President or any of its Vice PresidentPresidents, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary Secretary, any Assistant Secretary, the Treasurer or any Assistant Secretary Treasurer of the Company, either manually or by facsimile signature. The Upon written request by the Company, the Right Certificates shall be countersignedcountersigned by the Rights Agent, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned, either manually or by facsimile. In case If any officer of the Company who shall have signed any of the Right Certificates shall cease to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, 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 Person who signed such Right Certificates had not ceased to be such 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 is a proper officer of the Company to sign such Right Certificate, although even if at the date of the execution of this Agreement any such person Person was not such an officer. Following the Distribution Date, and receipt by the Rights Agent of written notice to that effect and all other relevant information referred to in this Agreement, the Rights Agent will keep or cause to be kept, at its principal officeoffice or offices designated for such purpose, books for registration and of the transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by one of its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, authorized officers either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, countersigned by an authorized signatory of the Rights Agent, but it Agent either manually or by facsimile signature and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 an authorized signatory of 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 officer of the Company; and 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 Agreement any such person Person was not such an officer. In case any authorized signatory of the Rights Agent who shall have countersigned any of the Right Certificates shall cease to be such signatory before delivery by the Company, such Right Certificates, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Right Certificates had not ceased to be such signatory; and any Right Certificate may be countersigned on behalf of the Rights Agent by any Person who, at the actual date of the countersignature of such Right Certificate, shall be a proper signatory of the Rights Agent to countersign such Right Certificate, although at the date of the execution of this Agreement any such Person was not such a signatory. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced represented on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive Officer, President, any Vice President or any Vice Presidentits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution DateDate and receipt by the Rights Agent of all relevant information, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, President its President, its Chief Financial Officer, any of its Vice Presidents, or any Vice Presidentits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which thereof, and shall be attested by the Secretary or any an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Rights Certificates shall be countersigned, either manually or countersigned by facsimile signature, by an authorized signatory of the Rights Agent, but it Agent and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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, Agent and issued and delivered by the Company with the same force and effect as though the person Person who signed such Right Rights Certificates had not ceased to be such 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 CertificateRights Certificate (as described in the first sentence of this Section 5), although at the date of the execution of this Rights Agreement any such person Person was not such an officer. Following the Distribution Date, receipt by the Rights Agent of notice to that effect and all other relevant information referred to in Section 3(a), the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Rights Certificates of each series issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Rights Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Rights Certificates and the date of each of the Right Rights Certificates. Transfer, Split-Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates; Conversion of Class B Common Shares. Subject to the provisions of Sections 4(b), 14 and 24 hereof, at any time after the Close of Business on the Distribution Date, and at or prior to the Close of Business on the earlier of the Redemption Date or the Final Expiration Date, any Rights Certificate or Rights Certificates (other than Rights Certificates representing Rights that have become void pursuant to Section 11(a)(ii) hereof or that have been exchanged pursuant to Section 24 hereof) may be transferred, split-up, combined or exchanged for another Rights Certificate or Rights Certificates, entitling the registered holder to purchase a like number of one ten–thousandths of a Preferred Share (or Common Shares, other securities or property), as the case may be, as the Rights Certificate or Rights Certificates surrendered then entitle such holder to purchase. Any registered holder desiring to transfer, split-up, combine or exchange any Rights Certificate or Rights Certificates shall make such request in writing delivered to the Rights Agent, and shall surrender the Rights Certificate or Rights Certificates to be transferred, split-up, combined or exchanged at the office of the Rights Agent designated for such purpose. The Rights Certificates are transferable only on the books of the Rights Agent. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificate until the registered holder shall have (i) properly completed and signed the certificate contained in the form of assignment on the reverse side of such Rights Certificate, (ii) provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof, and of the Beneficial Owner’s (or former Beneficial Owner’s) or Affiliates’ or Associates’ interest in, or rights to, the Rights evidenced by such Rights Certificate, as the Company or the Rights Agent shall reasonably request, and (iii) paid a sum sufficient to cover any tax or charge that may be imposed in connection with any transfer, split up, combination or exchange of Rights Certificates as required by Section 9(c) hereof. Thereupon, the Rights Agent shall, subject to Sections 4 and 11(a)(ii) hereof, countersign and deliver to the Person entitled thereto a Rights Certificate or Rights Certificates, as the case may be, as so requested. The Rights Agent shall promptly forward any such sum collected by it to the Company or to such Persons as the Company shall specify by written notice. The Rights Agent shall have no duty or obligation under this Section unless and until it is satisfied that all such taxes and/or governmental charges have been paid. Upon receipt by the Company and the Rights Agent of evidence reasonably satisfactory to them of the loss, theft, destruction or mutilation of a Rights Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to them, and, at the Company’s request, reimbursement to the Company and the Rights Agent of all reasonable expenses incidental thereto, and upon surrender to the Rights Agent and cancellation of the Rights Certificate, if mutilated, the Company will make and deliver a new Rights Certificate of like tenor to the Rights Agent for delivery to the registered holder in lieu of the Rights Certificate so lost, stolen, destroyed or mutilated. Upon conversion of Class B Common Shares into Class A Common Shares pursuant to the Charter, the Rights Certificates issued in connection with the Class B Common Shares to be converted (or, prior to the Distribution Date, the associated certificate for the Class B Common Shares) shall represent, without any further action by the Company, the Rights Agent or the registered holder of such shares, the number of Class A Rights that are then exercisable in connection with the number of Converted Class A Common Shares (in place and in lieu of the same number of Class B Rights formerly represented by such Rights Certificates or, prior to the Distribution Date, the associated certificate for Class B Common Shares). If conversion occurs after the Distribution Date, a registered holder desiring to exchange a Rights Certificate denoting Class B Rights for a Rights Certificate denoting Class A Rights shall make such request in writing delivered to the Rights Agent and shall surrender the Rights Certificate or Rights Certificates to be exchanged at the office of the Rights Agent designated for such purpose in accordance with the procedures set forth in Section 6(a).

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, President its President, any of its Vice Presidents, or any Vice Presidentits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which thereof, and shall be attested by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, signature countersigned by an authorized signatory of the Rights Agent, but it Agent and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned, either manually or by facsimile. In case any officer of the Company who shall have signed any of the Right Certificates shall cease to be such 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 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. Following the Distribution Date, receipt by the Rights Agent of notice to that effect and all other relevant information and documents referred to in Section 3(a), the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and of the transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its the Chairman of the Board of Directors, the and Chief Executive Officer, the President, the Senior Vice President or any Vice PresidentPresident of the Company, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which shall be attested by the Secretary Corporate Treasurer or any Assistant the Secretary of the CompanyCompany or by such officers as the Board may designate, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. (a) The Right Rights Certificates shall be executed on behalf of the Company by its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, President its President, or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which shall be attested to by the Secretary or any an Assistant Secretary of the CompanyCompany or by such officers as the Board may designate, either manually or by facsimile signature. The Right Rights Certificates shall be countersigned, either manually or by facsimile signature, countersigned by an authorized signatory of the Rights Agent, but it either manually or by facsimile signature, and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 officer of the Company before countersignature by an authorized signatory of the Rights Agent and issuance and delivery by the Company, such Right Rights Certificates, nevertheless, may be countersigned by an authorized signatory of 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 Rights Certificates had not ceased to be such 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. Following the Distribution Date, In case any authorized signatory of the Rights Agent will keep or cause who has countersigned any Right Certificate ceases to be keptan authorized signatory of the Rights Agent before issuance and delivery by the Company, such Rights Certificate, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Rights Certificate had not ceased to be an authorized signatory of the Rights Agent; and any Rights Certificate may be countersigned on behalf of the Rights Agent by any person who, at its principal office, books for registration and transfer the actual date of the Right Certificates issued hereunder. Such books shall show the names and addresses countersignature of the respective holders of the Right Certificatessuch Rights Certificate, the number of is properly authorized to countersign such Rights evidenced on its face by each of the Right CertificatesCertificate, the certificate number of each of the Right Certificates and although at the date of each the execution of the Right Certificatesthis Agreement any such person was not so authorized.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by one of its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Companyauthorized officers, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, countersigned by an authorized signatory of the Rights Agent, but it Agent either manually or by facsimile signature and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 officer of the Company before countersignature by the Rights Agent and issuance and delivery by the Company, such Right Certificates, nevertheless, 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 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. In case any authorized signatory of the Rights Agent who shall have countersigned any of the Right Certificates shall cease to be such signatory before delivery by the Company, such Right Certificates, nevertheless, may be issued and delivered by the Company with the same force and effect as though the person who countersigned such Right Certificates had not ceased to be such signatory; and any Right Certificates may be countersigned on behalf of the Rights Agent by any person who, at the actual date of the countersignature of such Right Certificate, shall be a proper signatory of the Rights Agent to countersign such Right Certificate, although at the date of the execution of this Rights Agreement any such person was not such a signatory. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number date of each of the Right Certificates and the date of countersignature of each of the Right Certificates.

Countersignature and Registration. The Each Right Certificates Certificate to be issued, or reissued, pursuant to this Agreement shall be executed on behalf of the Company by its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, President its President, any of its Vice Presidents or any Vice Presidentits Treasurer, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal (if any) or a facsimile thereof which thereof, and shall be attested by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature. The Each such Right Certificates Certificate shall be countersigned, countersigned (either manually or by facsimile signature, ) by an authorized signatory of the Rights Agent, but it Agent and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed signs any of the Right Certificates shall cease ceases to be such officer of the Company before countersignature by the Rights Agent and issuance and delivery by the CompanyAgent, 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 individual who signed such Right Certificates had not ceased to be such officer of the Company; and any Right Certificate may be signed on behalf of the Company by any person individual who, at the actual date of the execution of such Right Certificate, shall be is a proper officer of the Company to sign such Right Certificate, although any such individual was not such an officer at the date of the execution of this Agreement any such person was not such an officerAgreement. Following the Distribution DateTime, the Rights Agent will shall keep or cause to be kept, at its principal officeoffice designated for such purposes, books or electronic records for registration of ownership and transfer of the Right Certificates issued hereunder. Such books or electronic records shall show the names and addresses of the respective registered holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates --------------------------------- shall be executed on behalf of the Company by its Chairman of the Board of Directors, the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman and Chief Executive Officer, its Vice Chairman of the Board Board, its Chief Financial Officer, or any other of Directorsits officers who is designated in advance by written, electronic or facsimile authorization by the Chief Executive Officer, President or any Vice President, either manually or by facsimile signature, and shall have affixed thereto the Company's seal or a facsimile thereof which thereof, and shall be attested by the Secretary or any an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or countersigned by facsimile signature, by an authorized signatory of the Rights Agent, but it Agent and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution DateDate and receipt by the Rights Agent of notice to that effect and all other relevant information, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of DirectorsBoard, the its Chief Executive Officer, President its President, its Vice Chairman of the Board, its Chief Financial Officer, or any of its Vice PresidentPresidents, either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which thereof, and shall be attested by the Secretary or any an Assistant Secretary of the Company, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or countersigned by facsimile signature, by an authorized signatory of the Rights Agent, but it Agent and shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution DateDate and receipt by the Rights Agent of (i) written notice of the Distribution Date pursuant to Section 3(a) hereof and (ii) a stockholder list and all relevant information requested by the Rights Agent pursuant to Section 3(a) hereof, the Rights Agent will keep or cause to be kept, at its principal officeoffice designated for such purpose, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.

Countersignature and Registration. The Right Certificates shall be executed on behalf of the Company by its Chairman of the Board of DirectorsPresident, the Chief Executive Officer, President Officer or any Vice PresidentPresident (regardless of designation), either manually or by facsimile signature, and shall have affixed thereto the Company's ’s seal or a facsimile thereof which shall be attested by the Secretary or any Assistant Secretary of the CompanyCompany or by such officers as the Board may designate, either manually or by facsimile signature. The Right Certificates shall be countersigned, either manually or by facsimile signature, by an authorized signatory of the Rights Agent, but it shall not be necessary for the same signatory to countersign all of the Right Certificates hereunder. No Right Certificate shall be valid 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 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 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. Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its principal office, books for registration and transfer of the Right Certificates issued hereunder. Such books shall show the names and addresses of the respective holders of the Right Certificates, the number of Rights evidenced on its face by each of the Right Certificates, the certificate number of each of the Right Certificates and the date of each of the Right Certificates.