Common use of Change of Rights Agent Clause in Contracts

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authority. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 23, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authority. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement Plan upon 30 days' ’ notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, if any, by registered or certified mail, and, subsequent the Rights Agent will be deemed to the Distribution Date, to the holders have resigned automatically and be discharged from its duties under this Agreement as of the Right Certificates by first-class maileffective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, Stock by registered or certified mail, and subsequent to the and, after a Distribution Date, to the holders of the Right Certificates by first-class mailCertificates. If the Rights Agent shall resign resigns or be is removed or shall otherwise become becomes incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail fails to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized organized, in good standing and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (b) an affiliate of a corporation described in Section 18(a). After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock Stock, and, subsequent to the a Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 23, however18, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mailCompany. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the Rights Agent or any registered holder of any Right Rights Certificate may apply apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business and in good standing under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authority. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock and, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 23, however21, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' ’ prior notice in writing mailed to the Company and Company, and, if known to the Rights Agent, to each transfer agent of the shares of Common Preferred Stock and Preferred the Common Stock, if any, by registered or certified mail, and, subsequent in which case the Company shall give or cause to be given written notice to the Distribution Date, to the registered holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' ’ prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and the Preferred Stock, if any, Stock by registered or certified mail, and subsequent to the Distribution Date, to the registered holders of the Right Rights Certificates by first-class mail. In the event a transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation Person organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust, stock transfer transfer, or corporate trust powers and stockholder services powers, is be subject to supervision or examination by federal or state authorityauthorities, and has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (b) an Affiliate of a Person described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose; but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock andStock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights Certificates by first-class mail. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Shares and the Preferred Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Shares and the Preferred Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal an office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares and the Preferred Stock andStock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent and to the Distribution Dateholders, to the holders if any, of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 ten (10) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 ten (10) days after giving notice of such removal removal, or within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), as the case may be, then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at of the United States, which is in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer agent or corporate trust powers and powers, is subject to supervision or examination by federal or state authorityauthority and is qualified to act as a Transfer Agent under the rules of the New York Stock Exchange. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock andStock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon notice of 30 days' notice days in writing mailed to the Company and to each transfer agent of the shares of Common Stock and or Preferred Stock, if any, Stock by registered or certified mail, mail and, subsequent to at the Distribution Dateexpense of the Company, to the holders of the Right Rights Certificates by either (i) first-class mailmail or (ii) by disclosure in a periodic report of the Company required to be filed under the Exchange Act, any permitted report under the Exchange Act, a press release of the Company or in any proxy or other communication of the Company with its stockholders. The Company may remove the Rights Agent or any successor Rights Agent upon notice of 30 days' notice days in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and or Preferred Stock, if any, Stock by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by either (i) first-class mailmail or (ii) by disclosure in a periodic report of the Company required to be filed under the Exchange Act, any permitted report under the Exchange Act, a press release of the Company or in any proxy or other communication of the Company with its stockholders. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. Notwithstanding any other provision of this Agreement, in no event shall the resignation or removal of a Rights Agent be effective until a successor Rights Agent shall have been appointed and have accepted such appointment. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the any holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the incumbent Rights Agent or the registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (i) a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state at of the United StatesStates so long as such corporation is authorized to conduct a banking, corporate trust or stock transfer business in the State of New York) in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision super- vision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (ii) a subsidiary of a corporation described in clause (i) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the such purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and or Preferred Stock; the Preferred Stock and, subsequent to the Distribution Date, Company shall also either (i) mail a notice thereof in writing to the registered holders of the Right CertificatesRights Certificates or (ii) make a disclosure with respect thereto in a periodic report of the Company required to be filed under the Exchange Act, any permitted report under the Exchange Act, a press release of the Company or in any proxy or other communication of the Company with its stockholders. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' ’ notice in writing mailed to the Company and and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the shares of Common Stock and or Preferred Stock, if any, Stock by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and and, in the event that the Rights Agents or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the Common Stock and or Preferred Stock, if any, Stock by registered or certified mail, and subsequent to and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. In the event that the Rights Agent or one of its Affiliates is also the transfer agent for the Company and the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned as the Rights Agent automatically and be discharged from its duties under this Agreement as of the effective date of such termination (subject to the appointment of a successor Rights Agent pursuant to this Section 21), and the Company shall be responsible for sending any required notice. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation an entity organized and doing business under the laws of the United States of America or of any state at of the United StatesStates of America so long as such entity is authorized to do business as a banking institution in such state, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus, along with its Affiliates, of at least $100 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file mail notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the or Preferred Stock Stock, and, subsequent to following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' ’ notice in writing mailed to the Company and to each transfer agent the registered holders of the shares Rights. The Rights Agent may also resign to be effective upon the succession of Common Stock a person other than The Bank of New York Mellon as Depositary with respect to the ADSs or the effectiveness of any mandatory exchange of ADSs into Ordinary Shares or another security. The Rights Agent will be deemed to have resigned automatically and Preferred Stock, if any, by registered be discharged from its duties under this Agreement as of the effective date of the succession of a person other than The Bank of New York Mellon as Depositary with respect to the ADSs or certified mail, any mandatory exchange of ADSs into Ordinary Shares or another security and, subsequent to in that event, the Distribution Date, Company shall be responsible for sending any required notice to the holders of the Right Certificates by first-class mailRights. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 thirty (30) days' ’ notice in writing, mailed writing to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mailRights. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the a registered holder of a Right Certificate Rights (who which holder shall, with such notice, submit his such holder’s Right Certificate for inspection by the CompanyCompany if it is a registered holder of certificated Rights), then the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation or other entity organized and doing business under the laws of the United States or of the State of Delaware (or of any other state at of the United StatesStates so long as such corporation or other entity is authorized to do business as a banking institution by such other state), in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus, along with its Affiliates, of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent Agent, and each transfer agent of the Common Stock and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. Section 18 of this Agreement shall survive any resignation or removal of the Rights Agent or any termination of this Agreement.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 60 calendar days' ’ notice in writing mailed to the Company and in accordance with Section 26 hereof and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the shares of Preferred Shares or the Common Stock and Preferred StockShares, if any, by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail, postage prepaid, or nationally recognized overnight delivery. In the event that the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' ’ notice in writing, mailed to the Rights Agent or such successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign resigns or be is removed or shall otherwise become becomes incapable of acting, the Company shall will appoint a successor to the Rights Agent. If the Company shall fail fails to make such appointment within a period of 30 90 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shallwill, with such notice, submit his his/her Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall will be a corporation or other legal entity organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust stockholder services powers and is subject to supervision or examination by federal or state authorityauthority and which has, along with its Affiliates, at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After its appointment, the successor Rights Agent shall will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall will deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and will execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares and/or the Common Stock Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall will not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company, the registrar of the Company and to each transfer agent of the shares of Common Stock Shares and Preferred Stock, if any, Series A First Preference Shares by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, to the registrar of the Company and to each transfer agent of the Common Stock Shares and Preferred Stock, if any, Series A First Preference Shares by registered or certified mail, and and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authority. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent Agent, with the registrar of the Company and each transfer agent of the Common Stock Shares and the Preferred Stock Series A First Preference Shares, and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 23, however21, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 30-days' ’ notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to if such resignation occurs after the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 30-days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and subsequent to and, if such removal occurs after the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who or which shall, with such notice, submit his such holder’s Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state at of the United StatesStates so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal an office in the United States State of AmericaNew York, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares or Preferred Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of for the shares of Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to if such notice is mailed after the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of for the Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and subsequent to and, if such notice is mailed after the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any other state at the United States, in good standing, having a principal office in of the United States of America, which that is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and that has at the time of its appointment as Rights Agent, a combined capital and surplus of at least $50 million. After its appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of for the Common Stock and the Shares or Preferred Stock Shares, and, subsequent to if such notice is filed after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, Agent shall be a corporation organized and doing business under the laws of the United States or of any state at the United StatesStates of Minnesota or New York, in good standing, having a principal office in the United States of AmericaMinnesota or New York, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital, surplus and undivided profits of at least $10,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file mail notice thereof in writing with to the predecessor Rights Agent and Agent, each transfer agent of the Common Stock and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any mail such notice provided for in this Section 23, however, or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, Stock by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, Stock by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mailmail or, prior to the Distribution Date, through any filing made by the Company pursuant to the Securities Exchange Act of 1934, as amended. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate or the Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of any state at the United Statesstate, in good standing, having a principal an office in the United States of AmericaNew York or Mississippi, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $25,000,000, or (b) an affiliate of a corporation described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock andStock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right CertificatesCertificates or, prior to the Distribution Date, through any filing made by the Company pursuant to the Securities Exchange Act of 1934, as amended. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Shares and/or Preferred StockShares, if anyas applicable, by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Shares and/or Preferred StockShares, if anyas applicable, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign resign, or be removed or shall otherwise become incapable of acting, the resigning, removed, or incapacitated Rights Agent shall remit to the Company, or to any successor Rights Agent designated by the Company, all books, records, funds, certificates or other documents or instruments of any kind then in its possession which were acquired by such resigning, removed or incapacitated Rights Agent in connection with its services as Rights Agent hereunder, and shall thereafter be discharged from all further duties and obligations which have not yet become performable hereunder. Following notice of such removal, resignation or incapacity, the Company shall appoint a successor to the such Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (i) a corporation or banking association organized and doing business under the laws of the United States Sates or of any state at the United States, in good standing, having a principal office in State of the United States of America, which is and authorized under such laws to exercise stock transfer or corporate trust powers and is powers; (ii) subject to supervision or examination by federal or state authority; (iii) an entity which has, at the time of its appointment as Rights Agent, a combined capital and surplus of at least $10,000,000; and (iv) an entity which is duly qualified to act as a transfer agent and registrar under the rules of the Exchange and any other exchange with which the Right Certificates are registered. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and Shares and/or Preferred Shares, as applicable. The Company shall inform the Preferred Stock andholders of Right Certificates of any such appointment by including notice thereof in one of the Company's periodic filings under the Securities Exchange Act of 1934, subsequent to as amended, filed within one year after the appointment. In addition, if such appointment shall occur on or after the Distribution Date, the newly appointed Rights Agent shall mail a written notice thereof in writing of its appointment to the registered holders of the Right CertificatesCertificates within 30 days after the appointment. Failure However, failure to give any notice provided for in this Section 23, however21, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and or Preferred Stock, if any, Stock by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and or Preferred Stock, if any, Stock by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the Rights Agent may at the expense of the Company, or the registered holder of any Right Certificate may may, apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or the laws of any state at of the United StatesStates or the District of Columbia, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the or Preferred Stock Stock, and, subsequent to following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates (or, prior to the Distribution Date, of the Common Shares) by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates (or, prior to the Distribution Date, of the Common Shares) by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares) (who shall, with such notice, submit his Right Certificate or, prior to the Distribution Date, the certificate representing his Common Shares, for inspection by the Company), then the registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Shares) may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation or an Affiliate of such a corporation, organized and doing business under the laws of the United States or of the State of New York (or of any other state at of the United StatesStates so long as such corporation is authorized to conduct a stock transfer or corporate trust business in the State of New York), in good standing, having a principal an office or agency in the United States State of AmericaNew York, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million; provided that the principal transfer agent for the Common Shares shall in any event be qualified to be the Rights Agent. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares or Preferred Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right CertificatesCertificates (or, prior to the Distribution Date, of the Common Shares). Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authority. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section SECTION 23, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the shares of Preferred Shares and the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right or her Rights Certificate for inspection by the Company), then the registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall either (a) be a corporation organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust or shareholder services powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million or (b) an affiliate of such a corporation. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Preferred Shares and the Preferred Stock andCommon Shares, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, andin the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, subsequent the Rights Agent will be deemed to the Distribution Date, to the holders have resigned automatically and be discharged from its duties under this Agreement as of the Right Certificates by first-class maildate that is sixty (60) days following the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to and, if such removal occurs after the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation legal business entity organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust, stock transfer or corporate trust stockholder services powers and is subject to supervision which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or examination by federal or state authority(b) an affiliate of a legal business entity described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock Stock, and, subsequent to if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right such holder's Rights Certificate for inspection by the Company), then the Rights Agent (at the Company's expense) or any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (i) a corporation Person organized and doing business under the laws of the United States or of the State of Delaware or the State of New York (or of any other state at of the United StatesStates so long as such Person is authorized to do business in the State of Delaware or the State of New York), in good standing, having a principal an office or agency in the United States State of AmericaNew York or the State of Delaware, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate of such Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further reasonable assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock andStock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 23, however, 21 or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent and to the Distribution Dateholders, to the holders if any, of the Right Rights Certificates by first-first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 ten (10) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 ten (10) days after giving notice of such removal removal, or within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), as the case may be, then the Rights Agent or any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in of the United States of America, which so long as such corporation is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock andStock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 90 days' notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting, the Company shall will appoint a successor to the Rights Agent. If the Company shall fail fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit his Right such holder's Rights Certificate for inspection by the Company), then the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at other State of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $10,000,000. After appointment, the successor Rights Agent shall will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right CertificatesStock. Failure to give any notice provided for in this Section 234.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at of the United States, States in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent Agent, without further act or deed; but the . The predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares or Preferred Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' ’ notice in writing mailed to the Company Company, and to each transfer agent of the shares of Common Stock and Preferred Stock, if anyOrdinary Shares, by registered or certified mail, and, subsequent to if such resignation occurs after the Distribution Date, to the registered holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if anyOrdinary Shares, by registered or certified mail, and subsequent to and, if such removal occurs after the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation Person organized and doing business under the laws of the United States or of any state at the United StatesState thereof, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust, stock transfer or corporate trust shareholder services powers and is subject to supervision which at the time of its appointment as Rights Agent has, or examination by federal with its parent has, a combined capital and surplus of at least $25,000,000 or state authority(b) an affiliate of a Person described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent under this Agreement without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock Ordinary Shares, and, subsequent to if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to if such resignation occurs after the Distribution Date, to the registered holders of the Right Rights Certificates by first-class mail. If the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to and, if such removal occurs after the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation legal business entity organized and doing business under the laws of the United States or of the State of Ohio or of any other state at of the United States, in good standing, having a principal an office in the United States State of AmericaOhio, which is authorized under such laws to exercise corporate trust, stock transfer or corporate trust stockholder services powers and is subject to supervision which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000.000 or examination by federal or state authority(b) an affiliate of a legal business entity described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock Stock, and, subsequent to if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed (such resignation to become effective not earlier than sixty (60) days after the giving of written notice thereof to the Company and the registered holders of Rights Certificates) or shall otherwise become incapable of actingacting as Rights Agent or if the Board of Directors of the Company shall by resolution remove the Rights Agent (such removal to become effective not earlier than thirty (30) days after the filing of a certified copy of such resolution with the Rights Agent and the giving of written notice of such removal to the registered holders of Rights Certificates), the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after such removal or after it has been so notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the registered holder of a Right Rights Certificate (who shall, with such notice, submit his Right Certificate for inspection by in the Companycase of incapacity), then the registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new successor to the Rights Agent. Pending appointment of a successor to the Rights Agent, either by the Company or by such court, the duties of the Rights Agent shall be carried out by the Company. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States bank or of any state at the United Statestrust company, in good standing, having a principal office in incorporated under the laws of any state or of the United States of America. As soon as practicable after appointment of the successor Rights Agent, which is authorized under the Company shall cause written notice of the change in the Rights Agent to be given to each of the registered holders of the Rights Certificates at such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityholder's address as appears on the Rights Register. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor . The former Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, hereunder and execute and deliver deliver, at the expense of the Company, any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 23, however, 20 or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the a successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor ---------------------- Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock Shares and the Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock Shares and the Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (i) a corporation Person organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100 million, or (ii) an Affiliate of a Person described in clause (i). After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares and the Preferred Stock andShares, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' ’ notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and or Preferred Stock, if any, Stock by registered or certified mail, and, subsequent to following the Rights Distribution Date, to the holders of the Right Certificates by first-class mail. In the event any transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and or Preferred Stock, if any, Stock by registered or certified mail, and subsequent to and, following the Rights Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or the laws of any state at the United Statesthereof, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (b) an Affiliate of such Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose; provided that the predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the or Preferred Stock Stock, and, subsequent to following the Rights Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of for the shares of Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of for the Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a corporation Person organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in State of the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers conduct shareholder services business and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $10 million or (b) an Affiliate of such Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of for the Common Stock Shares or Preferred Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' ’ notice in writing mailed to the Company and to each transfer agent of the shares of Preferred Shares and the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, mail and to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right or her Rights Certificate for inspection by the Company), then the registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authority. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Preferred Shares and the Preferred Stock andCommon Shares, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mailmail or, prior to the Distribution Date, through any filing made by the Company pursuant to the Securities Exchange Act of 1934, as amended. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation or other entity organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust, shareholder services or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $25 million, or (b) an affiliate of a corporation or other entity described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right CertificatesCertificates or, prior to the Distribution Date, through any filing made by the Company pursuant to the Securities Exchange Act of 1934, as amended. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the shares of Preferred Stock and the Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to following the Distribution Date, at the Company's expense, to the holders of the Right Certificates by first-first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Stock and the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the Company shall become the temporary Rights Agent and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state at of the United StatesStates so long as such corporation is authorized to do business as a banking or trust institution in the State of New York), in good standing, having a principal office in the United States State of AmericaNew York, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority or which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $25 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Preferred Stock and the Preferred Stock andCommon Stock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' ’ notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to if separate Right Certificates have been issued as of the Distribution Datedate of such notice as contemplated by Section 3, to the holders of the Right Certificates by first-class mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent or any of the Rights Agent’s affiliates terminates, the Rights Agent will be deemed to resign automatically on the effective date of such termination; and any required notice will be sent by the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to and, if separate Right Certificates have been issued as of the Distribution Datedate of such notice as contemplated by Section 3, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of any state at of the United StatesStates so long as such corporation is authorized to do business as a banking institution in the State of New York or the State of Wisconsin, in good standing, having a principal an office or agency in the United States State of AmericaWisconsin or the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of a corporation described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock Shares, and, subsequent to if separate Right Certificates have been issued as of the Distribution Datedate of such notice as contemplated by Section 3, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to Company. Following the Distribution Date, to the Company shall promptly notify the holders of the Right Certificates by first-class mailmail of any such resignation. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and and/or Preferred Stock, if anyas applicable, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agentagent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the Rights Agent or any registered holder of any Right Certificate may may, at the expense of the Company, apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state at of the United StatesStates so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal an office in the United States State of AmericaNew York, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of or any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the and/or Preferred Stock Stock, as applicable, and, subsequent to following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' ’ prior notice in writing mailed to the Company Company, and to each transfer agent of the shares of Common Series A Junior Participating Preferred Stock and Preferred the Common Stock, if any, by registered or certified mail, and, subsequent in which case the Company shall give or cause to be given written notice to the Distribution Date, to the registered holders of the Right Rights Certificates by first-class first‑class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Series A Junior Participating Preferred Stock and Preferred the Common Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the registered holders of the Right Rights Certificates by first-class first‑class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation Person organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is shall be authorized under such laws to exercise corporate trust, stock transfer transfer, or corporate trust powers and is shareholder services powers, shall be subject to supervision or examination by federal or state authorityauthorities, and shall have at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (b) an Affiliate of a Person described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Series A Junior Participating Preferred Stock and the Preferred Stock andCommon Stock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights Certificates by first-class mail. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the shares of Preferred Shares, the Common Stock Shares and Preferred Stock, if any, the LTD Special Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares, the Common Stock Shares and Preferred Stock, if any, the LTD Special Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right or her Rights Certificate for inspection by the Company), then the registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust or stockholder services powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Share, the Common Stock Shares and the Preferred Stock andLTD Special Shares, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the shares of Company's Common Stock, the Convertible Preferred Stock and the Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Company's Common Stock, the Convertible Preferred Stock and the Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the State of Delaware (or of any other state at of the United States, States so long as such corporation is authorized to do business as a banking institution in the State of New York) in good standing, having a principal office in the United States State of AmericaNew York, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Company's Common Stock, the Convertible Preferred Stock and the Preferred Stock andStock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 no less than thirty (30) days' ’ notice in writing mailed to the Company and in accordance with Section 26 hereof and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the shares of Common Stock and Shares or Preferred Stock, if any, by registered or certified mail, and, subsequent Shares identified to the Distribution DateRights Agent by the Company. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to the holders have resigned automatically and be discharged from its duties as Rights Agent under this Agreement as of the Right Certificates by first-class maileffective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a corporation Person (other than a natural Person) organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in of the United States of America, which so long as such Person is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has, along with its Affiliates, at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million or (b) an Affiliate or direct or indirect wholly owned Subsidiary of such Person or its wholly owning parent. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing; and, except as the context herein otherwise requires, such successor Rights Agent shall be deemed to be the “Rights Agent” for all purposes of this Agreement. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares or Preferred Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and the Preferred Stock, if any, Stock by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and the Preferred Stock, if any, Stock by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. Notwithstanding the foregoing provisions of this Section 21, in no event shall the resignation or removal of a Rights Agent be effective until a successor Rights Agent shall have been appointed and have accepted such appointment. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the registered incumbent Rights Agent or the holder of record of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of any state at the United Statesthereof, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination in the conduct of its corporate trust or stock transfer business by federal or state authorityauthorities and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (b) an Affiliate controlled by a corporation described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; , but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock andStock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. Notwithstanding the foregoing provisions, in the event of resignation, removal or incapacity of the Rights Agent, the Company shall have the authority to act as the Rights Agent until a successor Rights Agent shall have assumed the duties of the Rights Agent hereunder.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' ’ notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates (or, prior to the Distribution Date, of the Common Shares) by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates (or, prior to the Distribution Date, of the Common Shares) by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares) (who shall, with such notice, submit his Right Certificate or, prior to the Distribution Date, the certificate representing his Common Shares, for inspection by the Company), then the registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Shares) may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or one of any state at the United StatesStates thereof, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million; provided that the principal transfer agent for the Common Shares shall in any event be qualified to be the Rights Agent. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares or Preferred Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right CertificatesCertificates (or, prior to the Distribution Date, of the Common Shares). Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' ’ notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Ordinary Shares or Preferred Stock, if any, Shares by registered or certified mail, first class mail and, subsequent to following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 thirty (30) days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock Ordinary Shares and the Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder Company shall become the Rights Agent or the Registered Holder of any Right Certificate may apply apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation Person organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in the United States of Americathereof, which is authorized under such laws to exercise stock share transfer or corporate trust powers or conduct a shareholder services business and is subject to supervision or examination in the conduct of its share transfer business by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a Person described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent Agent, upon payment of its charges hereunder, shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Ordinary Shares of the Company and the Preferred Stock Shares, and, subsequent to following the Distribution Date, mail a notice thereof in writing to the registered holders Registered Holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. Notwithstanding the foregoing provisions, in the event of resignation, removal or incapacity of the Rights Agent, the Company shall have the authority to act as the Rights Agent until a successor Rights Agent shall have assumed the duties of the Rights Agent hereunder.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the shares of Company's Common Stock, the Convertible Preferred Stock and the Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Company's Common Stock, the Convertible Preferred Stock and the Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the State of Delaware (or of any other state at of the United States, States so long as such corporation is authorized to do business as a banking institution in the State of New York) in good standing, having a principal office in the United States State of AmericaNew York, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Company's Common Stock, the Convertible Preferred Stock and the Preferred Stock andStock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 23, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.Rights

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the shares of Preferred Shares and the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates by firstthird-class mailmail (or faster means, if desired). The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by firstthird-class mailmail (or faster means, if desired). If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right or her Rights Certificate for inspection by the Company), then the registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust or shareholder services powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Preferred Shares and the Preferred Stock andCommon Shares, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' ’ notice in writing mailed to the Company and and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the shares of Common Stock and or Preferred Stock, if any, Stock by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and or Preferred Stock, if any, Stock by registered or certified mail, and subsequent to and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation Person organized and doing business under the laws of the United States or of any state at of the United StatesStates so long as such entity is authorized to do business as a banking institution in such state, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus, along with its Affiliates, of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file mail notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the or Preferred Stock Stock, and, subsequent to following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' ’ notice in writing mailed to the Company and pursuant to the notice provisions contained in Section 26 and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the shares of Common Stock and Shares or Preferred Stock, if any, by registered or certified mail, and, subsequent Shares known to the Distribution DateRights Agent. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to the holders have resigned automatically and be discharged from its duties under this Agreement as of the Right Certificates by first-class maileffective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and subsequent to and, if such removal occurs after the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent and the transfer agent of the Common Shares are the same Person, the appointment of a successor transfer agent for the Common Shares shall without any further action be the appointment of such Person as successor Rights Agent. If the Rights Agent and the transfer agent of the Common Shares are the same Person, notwithstanding the foregoing notice provisions, (a) prior to the Distribution Date, no notice of resignation or removal need be given to holders of the Rights, and (b) a resignation notice from, and a removal notice to, the Rights Agent shall be given upon such number of days’ notice as is specified in the agreement governing the Rights Agent’s services as transfer agent, as such agreement may be amended from time to time. If the Rights Agent and the transfer agent are not the same Person and the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who which holder shall, with such notice, submit his such holder’s Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a corporation Person organized and doing business under the laws of the United States or of the State of New York (or of any other state at of the United StatesStates so long as such Person is authorized to do business as a banking institution in such state), in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has, individually or combined with an Affiliate, at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million or (b) an Affiliate or direct or indirect wholly-owned Subsidiary of such Person or its wholly-owning parent. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Shares or Preferred Stock Shares, and, subsequent to if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Shares, Class A Common Shares or Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Shares, Class A Common Shares or Preferred Stock, if any, Shares by registered or certified mail, and subsequent to and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who which holder shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (A) a corporation organized and doing business under the laws of the United States or of any state at State of the United StatesStates or the District of Columbia, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (B) an affiliate of a corporation described in clause (A) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Shares, Class A Common Shares or Preferred Stock Shares, and, subsequent to following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' ’ notice in writing mailed to the Company Company, and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to if such resignation occurs after the Distribution Date, to the registered holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Company Voting Stock, if any, by registered or certified mail, and subsequent to and, if such removal occurs after the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation Person organized and doing business under the laws of the United States or of the State of New York (or of any other state at of the United StatesStates so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the United States State of AmericaNew York, which is authorized under such laws to exercise corporate trust, stock transfer or corporate trust shareholder services powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (b) an affiliate of a Person described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock Company Voting Stock, and, subsequent to if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' ’ notice in writing mailed to the Company Company, and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to if such resignation occurs after the Distribution Date, to the registered holders of the Right Rights Certificates by first-class mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to and, if such removal occurs after the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation legal business entity organized and doing business under the laws of the United States or of any state at the United StatesState thereof, in good standing, having a principal an office in the United States State of AmericaNew York, which that is authorized under such laws to exercise corporate trust, stock transfer or corporate trust stockholder services powers and is subject to supervision that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or examination by federal or state authority(b) an affiliate of a legal business entity described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock Stock, and, subsequent to if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon at least 30 days' ’ notice in writing mailed to the Company in the manner set forth in Section 26 herein, and to each the transfer agent in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company. If at any time the Rights Agent or one of its Affiliates is also the transfer agent for the Company, in the event such transfer agency relationship terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the shares effective date of Common Stock such termination, and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mailCompany shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon at least 30 days' ’ notice in writing, mailed writing to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, in the manner set forth in Section 26 herein, and, if any, by registered or certified mail, and subsequent to such removal occurs after the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after after, but not including, giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation legal business entity organized and doing business under the laws of the United States or of any state at the United StatesState thereof, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust, stock transfer or corporate trust stockholder services powers and is subject to supervision which has, along with its Affiliates, at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or examination by federal or state authority(b) an affiliate of a legal business entity described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent under this Agreement without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the foregoing purpose, but the Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock Stock, and, subsequent to if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, Capital Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates (or, prior to the Distribution Date, of the Capital Shares) by first-class mail, postage prepaid. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, Capital Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates (or, prior to the Distribution Date, of the Capital Shares) by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (or, prior to the Distribution Date, of the Capital Shares) (who shall, with such notice, submit his Right Certificate or, prior to the Distribution Date, the certificate representing his Capital Shares, for inspection by the Company), then the registered holder of any Right Certificate (or, prior to the Distribution Date, of the Capital Shares) may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal Federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000; provided that the principal transfer agent for the Capital Shares shall in any event be qualified to be the Rights Agent. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Capital Shares and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right CertificatesCertificates (or, prior to the Distribution Date, of the Capital Shares). Failure to give any notice provided for in this Section 2322, however, or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 calendar days' ’ notice in writing mailed to the Company and in accordance with Section 26 hereof and, in the event that the Rights Agent or one of its affiliates is not also the transfer agent for the Company, to each transfer agent of the shares of Preferred Shares or the Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates Shares by first-class mail, postage prepaid, or nationally recognized overnight delivery. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign resigns or be is removed or shall otherwise become becomes incapable of acting, the Company shall will appoint a successor to the Rights Agent. If the Company shall fail fails to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shallwill, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall will be a corporation or other legal entity organized and doing business under the laws of the United States or of the State of New York (or of any other state at of the United States), in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust stockholder services powers and is subject to supervision or examination by federal or state authorityauthority and which has, along with its affiliates, at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall will deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares or the Common Stock Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall will not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of for the shares of Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of for the Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a corporation Person organized and doing business under the laws of the United States or of any other state at the United States, in good standing, having a principal office in of the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million or (b) a direct or indirect wholly owned subsidiary of such an entity or its wholly-owning parent. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of for the Common Stock Shares or Preferred Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 2321, howeverHOWEVER, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' ’ notice in writing mailed to the Company and to each transfer agent of for the shares of Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of for the Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a corporation Person organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in State of the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers conduct shareholder services business and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $10 million or (b) an Affiliate of such Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of for the Common Stock Shares or Preferred Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 90 days' notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting, the Company shall will appoint a successor to the Rights Agent. If the Company shall fail fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit his Right such holder's Rights Certificate for inspection by the Company), then the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at other State of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Rights Agent shall will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right CertificatesStock. Failure to give any notice provided for in this Section 234.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from form its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock Shares and Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to if such notice is mailed after the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, writing mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock Shares and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to and, if such notice is mailed after the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in of the United States of America, which that is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an affiliate of a corporation described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties duties, and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act act, or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares and the Preferred Stock Shares, and, subsequent to if such notice is filed after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, Shares or Preference Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, Shares or Preference Shares by registered or certified mail, and subsequent to and, after the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any other state at of the United StatesStates so long as such corporation is authorized to do business as a banking institution in the State of Minnesota or New York, in good standing, having a principal an office in the United States State of AmericaMinnesota or New York, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authority, or which is a Subsidiary of such banking institution, and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock Shares or Preference Shares, and, subsequent to after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 90 days' ’ notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution DateCompany, to the holders of the Right Certificates Rights in accordance with Section 5.9 (unless the Rights Agent resigns due to Company’s breach of this Agreement, in which case such notice is not required), and, in the event that the Rights Agent or one of its Affiliates is not also the sole transfer agent for the Company, to each transfer agent of Common Stock by first-class registered or certified mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the date that is sixty days following the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting, the Company shall will appoint a successor to the Rights Agent. If the Company shall fail fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit his Right such holder’s Rights Certificate for inspection by the Company), then the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation Person organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authorityauthority and which has, along with its Affiliates, at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Rights Agent shall will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Stock, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 234.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Shares and/or Preferred StockShares, if anyas applicable, by registered or certified mail, and, subsequent to . Following the Distribution Date, to the Company shall promptly notify the holders of the Right Certificates by first-class mailmail of any such resignation. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Shares and/or Preferred StockShares, if anyas applicable, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the resigning, removed, or incapacitated Rights Agent shall remit to the Company, or to any successor Rights Agent designated by the Company, all books, records, funds, certificates or other documents or instruments of any kind then in its possession which were acquired by such resigning, removed or incapacitated Rights Agent in connection with its services as Rights Agent hereunder, and shall thereafter be discharged from all duties and obligations hereunder. Following notice of such removal, resignation or incapacity, the Company shall appoint a successor to the such Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in of the United States of America, which so long as such corporation is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal Federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $10 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Shares and/or Preferred Stock Shares, as applicable, and, subsequent to following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor ---------------------- Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the shares of Preferred Shares and the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to at the Distribution Dateexpense of the Company, to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right or her Rights Certificate for inspection by the Company), then the registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust or stockholder services powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Preferred Shares and the Preferred Stock andCommon Shares, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' thirty (30) days notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates by first-first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' thirty (30) days notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-first class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authority. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties duties, and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares or Preferred Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, Stock by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, Stock by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mailmail or, prior to the Distribution Date, through any filing made by the Company pursuant to the Securities Exchange Act of 1934, as amended. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation or trust company organized and doing business under the laws of the United States or of any state at the United Statesstate, in good standing, having a principal an office in the United States of AmericaNew York or North Carolina, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority or (b) an affiliate of a corporation or trust company described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock andStock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right CertificatesCertificates or, prior to the Distribution Date, through any filing made by the Company pursuant to the Securities Exchange Act of 1934, as amended. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' ’ notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to if separate Right Certificates have been issued as of the Distribution Datedate of such notice as contemplated by Section 3, to the holders of the Right Certificates by first-class mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent or any of the Rights Agent’s affiliates terminates, the Rights Agent will be deemed to resign automatically on the effective date of such termination; and any required notice will be sent by the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to and, if separate Right Certificates have been issued as of the Distribution Datedate of such notice as contemplated by Section 3, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation legal business entity organized and doing business under the laws of the United States or of any state at of the United StatesStates so long as such entity is authorized to do business as a banking institution in the State of New York or the State of Wisconsin, in good standing, having a principal an office or agency in the United States State of AmericaWisconsin or the State of New York, which is authorized under such laws to exercise corporate trust, stock transfer or corporate trust shareholder services powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of a legal business entity described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock Shares, and, subsequent to if separate Right Certificates have been issued as of the Distribution Datedate of such notice as contemplated by Section 3, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' 90 days notice in writing (or lesser notice acceptable to the Company) mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' days prior written notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mailRights in accordance with Section 5.9. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting, the Company shall will appoint a successor to the Rights Agent. If the Company shall fail fails to make such that appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such the notice, submit his Right the holder's Rights Certificate for inspection by the Company), then the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation or association organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such applicable laws to exercise stock transfer or corporate trust the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000. After appointment, the successor Rights Agent shall will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunderunder this Agreement, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of such the appointment, the Company shall will file a notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Stock, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 234.4, however, or any defect thereinin a notice, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the shares of Preferred Shares and the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right or her Rights Certificate for inspection by the Company), then the registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust or stockholder services powers and is subject to supervision or examination by federal or state authority. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Preferred Shares and the Preferred Stock andCommon Shares, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. (a) The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' by giving to Elan notice in writing, and to the Holders notice in writing mailed to and sent by the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove , postage prepaid, to each registered Holder at the address appearing in the register maintained by the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed with respect to the Rights Agent or successor Rights AgentCVRs, as the case may bespecifying a date when such resignation shall take effect, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent which notice shall be sent at least 30 days prior to the Distribution Date, to the holders of the Right Certificates by first-class maildate so specified. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company Elan shall appoint a successor to the Rights Agent. If the Company Elan shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate Agent, then any registered Holder (who shall, with such notice, submit his Right Certificate CVR for inspection by the Company), then the registered holder of any Right Certificate Elan) may apply to any court of competent jurisdiction for the appointment of a new successor to the Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authority. After appointment, appointment the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor former Rights Agent shall deliver and transfer to the successor Rights Agent any property at funds in the time held by it hereunderDeposit Account and copies of all books, records, plans and other documents in the former Rights Agent's possession relating to such funds or this Agreement and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this paragraph (a) or paragraph (b) below of this Section 23, however, 16 or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (b) The Majority Holders shall have the right to cause the Rights Agent to be relieved of its duties hereunder and to select a successor Rights Agent, upon the expiration of 30 days following delivery of written notice of substitution to the Rights Agent. Upon selection of such successor Rights Agent, such successor Rights Agent and Elan shall enter into an agreement substantially identical to this Agreement and, thereafter, the former Rights Agent shall be relieved of its duties and obligations to perform hereunder, except that the former Rights Agent shall transfer to the successor Rights Agent upon request therefor any funds in the Deposit Account and copies of all books, records, plans and other documents in the former Rights Agent's possession relating to such funds or this Agreement and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' ’ notice in writing mailed to the Company Company, and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to if such resignation occurs after the Distribution Date, to the registered holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to and, if such removal occurs after the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation Person organized and doing business under the laws of the United States or of the State of New York (or of any other state at of the United StatesStates so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the United States State of AmericaNew York, which is authorized under such laws to exercise corporate trust, stock transfer or corporate trust shareholder services powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (b) an affiliate of a Person described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock Stock, and, subsequent to if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' written notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, Stock by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writingwritten notice, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, Stock by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after of giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authority. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock Stock, and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 23, howeverSECTION 21, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' ’ notice in writing mailed to the Company Company, and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation corporation, trust company, or limited liability company organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authority. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock andStock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. (c) Section 26 of the Rights Agreement is hereby amended by deleting the address for notice or demand to be given to the Rights Agent by the Company and substituting in lieu therefor the following: Computershare Investor Services, LLC 0 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Relationship Manager with a copy to: Computershare Investor Services, LLC 0 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Director of Relationship Management

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the Rights Agent or the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States States, The Commonwealth of Massachusetts, the State of Rhode Island or the State of New York (or of any state at other State of the United StatesStates so long as such corporation is authorized to do business as a banking institution in The Commonwealth of Massachusetts, the State of Rhode Island or the State of New York), in good standing, having a principal office Principal Office in The Commonwealth of Massachusetts, the United States State of AmericaRhode Island or the State of New York, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose; and, except as the context herein otherwise requires, such successor Rights Agent shall be deemed to be the "Rights Agent" for all purposes of this Agreement. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Stock, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any ---------------------- successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, Stock by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, Stock by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mailmail or, prior to the Distribution Date, through any filing made by the Company pursuant to the Securities Exchange Act of 1934, as amended. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of any state at the United Statesstate, in good standing, having a principal an office in the United States of AmericaNew York or Missouri, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $25,000,000, or (b) an affiliate of a corporation described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 23, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.the

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' ’ written notice in writing mailed to the Company Company, and to each transfer agent of the shares of Class A Common Stock and Series A Preferred StockStock known to the Rights Agent, if anyrespectively, by registered or certified mail, and, subsequent and to the Distribution Date, to the registered holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' ’ written notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the shares of Class A Common Stock and Series A Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall shall, in its sole discretion, appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company)Agent, then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new successor Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation legal business entity organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust, stock transfer or corporate trust shareholder services powers and is subject to supervision which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or examination by federal or state authority(b) an Affiliate of a legal business entity described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the shares of Class A Common Stock and the Series A Preferred Stock and, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 2320, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 at least thirty (30) calendar days' ’ notice in writing mailed to the Company in accordance with Section 27 hereof, and to each transfer agent of the shares of Common Preferred Stock and Preferred the Common Stock, if any, by registered or certified mail, and, subsequent in which case the Company will give or cause to be given written notice to the Distribution Date, to the registered holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 at least thirty (30) calendar days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to and, if such removal occurs after the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination. If the Rights Agent shall resign resigns or be is removed or shall otherwise become becomes incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail fails to make such appointment within a period of 30 thirty (30) calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who such holder shall, with such notice, submit his Right its Rights Certificate for inspection by the Company), then the incumbent Rights Agent or any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation Person organized and doing business under the laws of the United States of America or of any state at the United StatesState thereof, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust, stock transfer or corporate trust stockholder services powers and is subject to supervision which at the time of its appointment as Rights Agent has, or examination by federal with its parent has, a combined capital and surplus of at least $5,000,000 or state authority(b) an affiliate of a Person described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent under this Agreement without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock Stock, and, subsequent to if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 23, however21, or any defect therein, shall not affect affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Shares or Preferred Stock, if any, Shares known to the Rights Agent by registered or certified mail, and, subsequent to . Following the Distribution Date, to the Company shall promptly notify the holders of the Right Certificates by first-class mailmail of any such resignation. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who which holder shall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation Person organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers conduct shareholder services businesses (including the authority under such laws to act as Rights Agent and to fulfill all obligations and take all actions required hereunder), which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, and which is subject to supervision or examination by federal or state authorityauthority or is a wholly owned subsidiary of a Person which is subject to such supervision or examination. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares or Preferred Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' ’ notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and or Preferred Stock, if any, Stock by registered or certified mail, and, subsequent to following the Distribution Date, to the holders of the Right Certificates by first-class mail. In the event any transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and or Preferred Stock, if any, Stock by registered or certified mail, and subsequent to and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or the laws of any state at the United Statesthereof, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (b) an Affiliate of such Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose; provided that the predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the or Preferred Stock Stock, and, subsequent to following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of for the shares of Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of for the Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a corporation Person organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in State of the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers conduct shareholder services business and is subject to supervision 27. 31 or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $10 million or (b) an Affiliate of such Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of for the Common Stock Shares or Preferred Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' ’ notice in writing mailed to the Company Company, and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation corporation, trust company, or limited liability company organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authority. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock andStock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' ’ notice in writing mailed to the Company Company, and in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the shares of Common Stock Shares and Preferred Stock, if anyShares, by registered or certified mail, and, subsequent . In the event the transfer agency relationship in effect between the Company and the Rights Agent with respect to the Distribution DateCommon Shares terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any notice required pursuant to the holders of the Right Certificates by first-class mailpreceding sentence. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock Shares and Preferred Stock, if anyShares, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the any registered holder of a Right Rights Certificate (who shall, with such notice, submit his Right such holder’s Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation Person organized and doing business under the laws of the United States or of the State of Michigan or the State of New York (or of any other state at of the United StatesStates so long as such Person is authorized to do business in the State of Michigan or the State of New York), in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (b) an Affiliate of such Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further reasonable assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares and the Preferred Stock andShares, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 23, however, 21 or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' ’ notice in writing mailed to the Company and and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the shares of Common Stock and Preferred Stock, if any, Shares known to the Rights Agent by registered or certified mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, and, subsequent the Rights Agent will be deemed to the Distribution Date, to the holders have resigned automatically and be discharged from its duties under this Agreement as of the Right Certificates by first-class maileffective date of such termination, and the Company shall be responsible for sending any required invoice. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who which holder shall, with such notice, submit his such holder’s Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a corporation Person organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million or (b) an Affiliate or direct or indirect wholly owned Subsidiary of such Person or its wholly-owning parent. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose; and, except as the context herein otherwise requires, such successor Rights Agent shall be deemed to be the “Rights Agent” for all purposes of this Agreement. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 calendar days' ’ notice in writing mailed to the Company and to each transfer agent of the shares of Preferred Shares or the Common Stock and Preferred Stock, if any, Shares known to the Rights Agent by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign resigns or be is removed or shall otherwise become becomes incapable of acting, the Company shall will appoint a successor to the Rights Agent. If the Company shall fail fails to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shallwill, with such notice, submit his Right Certificate for inspection by the Company), then the Rights Agent or registered holder of any Right Certificate may apply apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall will be (A) a corporation Person organized and doing business under the laws of the United States or of any other state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust, stock transfer or corporate trust shareholder services powers and is subject to supervision or examination by federal or state authorityauthority and which, alone or with its affiliates, has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (B) an affiliate of such Person described in clause (A) of this sentence. After appointment, the successor Rights Agent shall will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall will deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose; and, except as the context herein otherwise requires, such successor Rights Agent shall be deemed to be the “Rights Agent” for all purposes of this Agreement. Not later than the effective date of any such appointment, the Company shall will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares or the Common Stock Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall will not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of actingacting as such, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state at of the United StatesStates so long as such corporation is authorized to do business as a banking institution in the State of New York, in good standing, having a principal office in the United States of AmericaNew York, which that is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. After its appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purposepurpose of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunder. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the shares of Common Stock and the Preferred Stock andShares, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' ’ notice in writing mailed to the Company and and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the shares of Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, andthe Rights Agent will be deemed, subsequent to as of the Distribution Dateday that is 30 days after the effective date of such termination, to resign and be discharged from its duties under this Agreement, and the holders of the Right Certificates by first-class mailCompany shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who which holder shall, with such notice, submit his such holder’s Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation or other entity organized and doing business under the laws of the United States or of the State of New York (or of any other state at of the United StatesStates so long as such corporation is authorized to do business as a banking institution in the State of New York), in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has individually or combined with an Affiliate at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares or Preferred Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty days' ’ prior notice in writing mailed to the Company and to each transfer agent of for the shares of Company Common Stock and or Preferred Stock, if any, by registered or certified mail, and, subsequent to if such resignation occurs after the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty days' ’ prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of for the Company Common Stock and or Preferred Stock, if any, by registered or certified mail, and subsequent to and, if such removal occurs after the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation Person organized and doing business under the laws of the United States or of any state at of the United States, States in good standing, having a principal office in the United States of America, which is shall be authorized under such applicable laws to exercise corporate trust or stock transfer or corporate trust stockholder service powers and is shall be subject to supervision or examination by federal or state authorityauthorities and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (b) an Affiliate of a corporation described in clause (a). After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Company Common Stock and the or Preferred Stock Stock, and, subsequent to if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' ’ notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Shares, Series B Preferred StockShares and/or Series C Preferred Shares, if anyas applicable, by registered or certified mail, and, subsequent to . Following the Distribution Date, to the Company shall promptly notify the holders of the Right Certificates by first-class mailmail of any such resignation. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Shares, Series B Preferred StockShares and/or Series C Preferred Shares, if anyas applicable, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the resigning, removed or incapacitated Rights Agent shall remit to the Company, or to any successor Rights Agent designated by the Company, all books, records, funds, certificates or other documents or instruments of any kind then in its possession which were acquired by such resigning, removed or incapacitated Rights Agent in connection with its services as Rights Agent hereunder, and shall thereafter be discharged from all duties and obligations hereunder. Following notice of such removal, resignation or incapacity, the Company shall appoint a successor to the such Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation Person organized and doing business under the laws of the State of New York or the State of Delaware (or any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York or the State of any state at the United States, Delaware) in good standing, having a principal an office in the United States State of AmericaNew York or the State of Delaware, which is authorized under such laws to exercise stock share transfer or corporate trust powers and is subject to supervision or examination by federal Federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least US$100 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Shares, Series B Preferred Stock Shares and/or Series C Preferred Shares, as applicable, and, subsequent to following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Shares and/or Preferred StockShares, if anyas applicable, by registered or certified mail, and, subsequent to . Following the Distribution Date, to the Company shall promptly notify the holders of the Right Certificates by first-class mailmail of any such resignation. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Shares and/or Preferred StockShares, if anyas applicable, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the resigning, removed, or incapacitated Rights Agent shall remit to the Company, or to any successor Rights Agent designated by the Company, all books, records, funds, certificates or other documents or instruments of any kind then in its possession which were acquired by such resigning, removed or incapacitated Rights Agent in connection with its services as Rights Agent hereunder, and shall thereafter be discharged from all duties and obligations hereunder. Following notice of such removal, resignation or incapacity, the Company shall appoint a successor to the such Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate or the Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the State of New York or the State of California (or any other state at of the United States, States so long as such corporation is authorized to do business as a banking institution in the State of New York or California) in good standing, having a principal an office in the United States State of AmericaNew York or the State of California, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal Federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $10 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Shares and/or Preferred Stock Shares, as applicable, and, subsequent to following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to if such resignation occurs after the Distribution Date, to the registered holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to and, if such removal occurs after the Distribution Date, to the registered holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation or other entity organized and doing business under the laws of the United States or of any state at of the states of the United States, in good standing, having a principal office in the United States of America, which that is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (b) an affiliate of a corporation or other entity described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock and, subsequent to if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' ’ prior notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to if such resignation occurs after the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and subsequent to and, if such removal occurs after the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation Person organized and doing business under the laws of the United States or of any state at the United StatesState thereunder, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authority, and which at the time of its appointment as Rights Agent has, or with its parent has a combined capital surplus of at least $50,000,000 or (b) an Affiliate of a Person described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Shares or Preferred Stock Shares, and, subsequent to if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' prior notice in writing mailed to the Company and to each transfer agent of for the shares of Company Common Stock and or Preferred Stock, if any, by registered or certified mail, and, subsequent to if such resignation occurs after the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of for the Company Common Stock and or Preferred Stock, if any, by registered or certified mail, and subsequent to and, if such removal occurs after the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of any state at of the United States, States in good standing, having a principal office in the United States of America, which is shall be authorized under such applicable laws to exercise corporate trust or stock transfer or corporate trust stockholder service powers and is shall be subject to supervision or examination by federal or state authorityauthorities and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (b) an Affiliate of a corporation described in clause (a). After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Company Common Stock and the or Preferred Stock Stock, and, subsequent to if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Shares and/or Preferred StockShares, if anyas applicable, by registered or certified mail, and, subsequent to . Following the Distribution Date, to the Company shall promptly notify the holders of the Right Certificates by first-class mailmail of any such resignation. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Shares and/or Preferred StockShares, if anyas applicable, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the resigning, removed, or incapacitated Rights Agent shall remit to the Company, or to any successor Rights Agent designated by the Company, all books, records, funds, certificates or other documents or instruments of any kind then in its possession which were acquired by such resigning, removed or incapacitated Rights Agent in connection with its services as Rights Agent hereunder, and shall thereafter be discharged from all duties and obligations hereunder. Following notice of such removal, resignation or incapacity, the Company shall appoint a successor to the such Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the State of New York or the State of California (or any other state at of the United States, States so long as such corporation is authorized to do business as a banking institution in the State of New York or California) in good standing, having a principal an office in the United States State of AmericaNew York or the State of California, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal Federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $10 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 23, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.successor

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 90 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 90 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent and the transfer agent of the Common Shares are the same Person, the appointment of a successor transfer agent for the Common Shares shall without any further action be the appointment of such Person as successor Rights Agent. If the Rights Agent and the transfer agent of the Common Shares are the same Person, notwithstanding the foregoing notice provisions, (a) prior to the Distribution Date, no notice of resignation or removal need be given to holders of the Rights, and (b) a resignation notice from, and a removal notice to, the Rights Agent shall be given upon such number of days' notice as is specified in the agreement governing the Rights Agent's services as transfer agent, as such agreement may be amended from time to time. If the Rights Agent and the transfer agent are not the same Person, and the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 90 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of New York or the State of Wisconsin (or of any other state at of the United StatesStates so long as such corporation is authorized to do business as a banking institution in the State of New York or the State of Wisconsin), in good standing, having a principal an office or agency in the United States State of AmericaWisconsin or the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of a corporation described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock Shares, and, subsequent to if such appointment is on or after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be."

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 90 days' notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting, the Company shall will appoint a successor to the Rights Agent. If the Company shall fail fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit his Right such holder's Rights Certificate for inspection by the Company), then the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the State of Ohio or any state at other State of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust the powers of the Rights Agent contemplated by this Agreement and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Rights Agent shall will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right CertificatesShares. Failure to give any notice provided for in this Section 234.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates by first-class mail, such notice to be at the expense of the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company)Certificate, then the Rights Agent or any registered holder of any Right Certificate may may, at the expense of the Company, apply to any court of competent jurisdiction for the appointment of a new Rights Agent; provided that such holder of a Right Certificate shall, prior to making such application, have submitted such holder's Right Certificate to the Company for inspection. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation Person organized and doing business under the laws of the United States or of any state at of the United StatesStates so long as such Person is authorized to do business in such state, is in good standing, having a principal office in the United States of America, which and is authorized under such laws to exercise stock transfer or corporate trust or shareholder services powers and is subject to supervision or examination by federal or state authorityauthority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, provided that the Company's transfer agent for its shares of Common Stock shall be an acceptable successor Rights Agent without regard to the foregoing capital and surplus requirement. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each the transfer agent of the Common Stock and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' ’ notice in writing mailed to the Company and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the Common Shares in accordance with Section 26. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days’ notice in writing, mailed to the Rights Agent or successor Rights Agent in accordance with Section 26 hereof, as the case may be, and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to after the Distribution Date, to the holders of the Right Certificates by first-class mail. The In the event that the transfer agency relationship in effect between the Company may remove and the Rights Agent or any successor Rights Agent upon 30 days' notice in writingterminates, mailed to the Rights Agent or successor will be deemed to have resigned automatically and be discharged from its duties as Rights Agent, Agent under this Agreement as of the case may beeffective date of such termination, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mailCompany shall be responsible for sending any required notice. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company)Agent, then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (i) a corporation Person (other than a natural person) organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and powers, is subject to supervision or examination by federal or state authority, and has, along with its Affiliates, at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million or (ii) an Affiliate of a Person described in clause (i) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but , and the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and shall execute and deliver any further assurance, conveyance, act or deed necessary for the purposepurpose but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing, and shall thereafter be discharged from all duties and obligations hereunder. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock Shares, and, subsequent to after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Shares, 8% Preferred StockShares and/or Class A Preferred Shares, if anyas applicable, by registered or certified mail, and, subsequent to . Following the Distribution Date, to the Company shall promptly notify the holders of the Right Certificates by first-class mailmail of any such resignation. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Shares, 8% Preferred StockShares and/or Class A Preferred Shares, if anyas applicable, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the resigning, removed, or incapacitated Rights Agent shall remit to the Company, or to any successor Rights Agent designated by the Company, all books, records, funds, certificates or other documents or instruments of any kind then in its possession which were acquired by such resigning, removed or incapacitated Rights Agent in connection with its services as Rights Agent hereunder, and shall thereafter be discharged from all duties and obligations hereunder. Following notice of such removal, resignation or incapacity, the Company shall appoint a successor to the such Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the State of New York or the State of Delaware (or any other state at of the United States, States so long as such corporation is authorized to do business as a banking institution in the State of New York or Delaware) in good standing, having a principal an office in the United States State of AmericaNew York or the State of Delaware, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal Federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $10 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Shares, 8% Preferred Stock Shares and/or Class A Preferred Shares, as applicable, and, subsequent to following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to if such resignation occurs after the Distribution Date, to the registered holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to and, if such removal occurs after the Distribution Date, to the registered holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed ap- pointed by the Company or by such a court, shall be (a) a corporation or other entity organized and doing business under the laws of the United States or of any state at of the states of the United States, in good standing, having a principal office in the United States of America, which that is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (b) an affiliate of a corporation or other entity described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock and, subsequent to if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' ’ prior notice in writing mailed to the Company Company, and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, and to each transfer agent of the shares of Common Preferred Stock and Preferred the Company Common Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' ’ prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Preferred Stock and Preferred the Company Common Stock, if any, by registered or certified mail, and subsequent will notify the holders of the Rights Certificates (or the holders of the Company Common Stock prior to the Distribution Date, to the holders of the Right Certificates by first-class mail). If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the a holder of a Right Rights Certificate (who shall, with shall submit such notice, submit his Right holder’s Rights Certificate for inspection by the Company)) or, prior to the Distribution Date, a holder of Company Common Stock, then the incumbent Rights Agent or any registered holder of any Right Rights Certificate or, prior to the Distribution Date, any holder of Company Common Stock, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation (a) an entity organized and doing business under the laws of the United States or of any state at of the United States, States in good standing, having a principal office in the United States of America, which is shall be authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authority. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 23, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.or

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' ’ notice in writing mailed to the Company and in accordance with Section 26 hereof and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the shares of Common Stock Ordinary Shares by overnight delivery service or trackable mail. In the event the transfer agency relationship in effect between the Company and Preferred Stockthe Rights Agent terminates, if any, by registered or certified mail, and, subsequent the Rights Agent will be deemed to the Distribution Date, to the holders have resigned automatically and be discharged from its duties as Rights Agent under this Agreement as of the Right Certificates by first-class maileffective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days' ’ notice in writing, in accordance with Section 26, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, Ordinary Shares or Ordinary Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates Book Entry Rights by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company)Book Entry Right, then the registered holder of any Book Entry Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a corporation Person organized and doing business under the laws of the United States or of any state at of the United StatesStates so long as such Person is authorized to do business in such state, in good standing, having a principal office in the United States of America, standing which is authorized under such laws to exercise stock transfer or corporate trust stockholder services powers and is subject to supervision or examination by federal or state authorityauthority and which has, along with its Affiliates, at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million or (b) an affiliate or direct or indirect wholly-owned Subsidiary of such Person or its wholly-owning parent. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Ordinary Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right CertificatesBook Entry Rights. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the shares of Preferred Shares and the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right or her Rights Certificate for inspection by the Company), then the registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a corporation organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust or stockholder services powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100 million or (b) an affiliate of such corporation. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Preferred Shares and the Preferred Stock andCommon Shares, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 2321, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.