Common use of Countersigned Clause in Contracts

Countersigned. By -------------------------- Authorized signature [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto _______________________________________________________________________________ _______________________________________________________________________________ (Please print name and address of transferee) Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________ Attorney to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , --------------- -------- ---------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. ----------------------------------- Certificate The undersigned hereby certifies by checking the appropriate boxes that:

Countersigned. By -------------------------- Rights Agent By: ------------------------- Authorized signature [Signature B-3 67 Form of Reverse Side of Rights Certificate] Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto _______________________________________________________________________________ transfers unto ________________________________________________________________________________ (Please print name and address of transferee) Rights evidenced by this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________ Attorney ____________________________, Attorney, to transfer the within Rights Right Certificate on the books of the within-within named Company, with full power of substitution. DatedDate: ------------- ---, --------------- -------- ---------------------------------- ----- ------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. ----------------------------------- Certificate ------------------------------------------------------------------------------- The undersigned hereby certifies that the Rights evidenced by checking this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the appropriate boxes that:Rights Agreement). ------------------------------- Signature --------------------------------------------------------------------------------

Countersigned. By -------------------------- as Rights Agent By: _________________________ Authorized signature [Signatory Form of Reverse Side of Rights Certificate] Right Certificate FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers transfer unto _______________________________________________________________________________ _____________________________________________________ (Please print name and address of transferee) _____________________________________________________ (Please print name and address of transferee) Rights evidenced represented by this Rights Right Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________ Attorney Attorney, to transfer the within said Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: ______________, --------------- -------- ---------------------------------- ____ _________________________ Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of bank, trust company, broker, dealer or other eligible institution participating in a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United Statesrecognized signature guarantee medallion program. ----------------------------------- Certificate The undersigned hereby certifies that the Rights evidenced by checking this Right Certificate are not beneficially owned by, were not acquired by the appropriate boxes that:undersigned from, and are not being sold, assigned or transferred to, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement).

Countersigned. By -------------------------- ---------------------------------- Authorized signature [Form Signatory of Reverse Side of Rights Certificate] FORM OF STATE STREET BANK AND TRUST COMPANY, not in its individual capacity but solely as Trustee Dated: ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________________________________________ Please insert social security or other identifying number of assignee ____________________________________________________________________________ ____________________________________________________________________________ (Please print or typewrite name and address including postal zip code of assignee) this Certificate evidencing a Percentage Interest in certain distributions with respect to the Trust Fund and hereby sellsauthorizes the transfer of registration of such interest to assignee on the Certificate Register of said Trust Fund. I (we) further direct the Certificate Registrar to issue a new Certificate of like Class and Percentage Interest, assigns to the above named assignee and transfers unto deliver such Certificate to the following address: _________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Dated:________________________________ Attorney to transfer the within Rights Certificate ______________________________________ Signature by or on the books behalf of the within-named Company, with full power of substitution. Dated: , --------------- -------- ---------------------------------- Signature assignor *Signature Guaranteed: Signatures * *The signature hereon must be guaranteed by a member firm bank, trust company or broker of a registered national securities exchange, the signatory who is a member of a signature guarantee medallion program. In connection with any transfer of this Certificate, the National Association of Securities Dealers, Inc., undersigned registered holder hereof confirms that without utilizing any general solicitation or a commercial bank or trust company having an office or correspondent in the United States. ----------------------------------- Certificate The undersigned hereby certifies by checking the appropriate boxes thatgeneral advertising:

Countersigned. By -------------------------- By: ------------------------- Authorized signature [Form of Reverse Side of Rights Certificate] Signature Exhibit B - Page 4 49 FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Right Certificate.) FOR VALUE RECEIVED _________________________ hereby sells, assigns assigns, and transfers unto unto_________________________ (Please print name and address of transferee) _____________________________________________________________________ ___________________________ this Right Certificate, together with all right, title, and interest therein, and does hereby irrevocably constitute and appoint _____________________________ attorney, to transfer the within Right Certificate on the books of the within-named Company, with full power of substitution. Dated: _____________________, ______. ___________________________________ (Please print name and address of transferee) Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint _____________________ Attorney to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , --------------- -------- ---------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent correspondence in the United States. ----------------------------------- Certificate ---------------------------------------- The undersigned hereby certifies that the Rights evidenced by checking this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the appropriate boxes that:Rights Agreement).

Countersigned. By -------------------------- FLEET NATIONAL BANK, as Rights Agent By____________________ Authorized signature Signatory Date of Countersignature: [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _________________________________ hereby sells, assigns and transfers unto _______________________________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) ______________________________________________________________________ whose social security or tax identification number is ______________, the Rights evidenced by this Rights Certificate, together with all right, title and interest thereinherein, and does hereby irrevocably constitute and appoint _____________________ Attorney Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: _________________________, --------------- -------- ---------------------------------- ____. ------------------------- Signature Signature Guaranteed: Signatures :* --------------- * Signature must be guaranteed by a member firm of a registered national securities exchange, a member an "Eligible Guarantor Institution" (with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the National Association Securities Exchange Act of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States1934. ----------------------------------- Certificate CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that:

Countersigned. By -------------------------- -------------------- Authorized signature Signatory Date of Countersignature: B-4 [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT ------------------ (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED _________________________ hereby sells, assigns and transfers unto ______________________ --------------------------------------------------------------------- (Please print name and address of transferee) ______________________________________________________________________ _________________________________________________________________whose social security or tax identification number is: ______________ (Please print name and address of transferee) the Rights evidenced by this Rights Certificate, together with all right, title and interest thereinherein, and does hereby irrevocably constitute and appoint _____________________ Attorney Attorney, to transfer the within Rights Certificate on the books of the within-named Company, with full power of substitution. Dated: , --------------- -------- ---------------------------------- . ------------------------- ---- --------------------------- Signature Signature Guaranteed: Signatures :* ------------------------------ * Signature must be guaranteed by a member firm of a registered national securities exchange, a member an "Eligible Guarantor Institution" (with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the National Association Securities Exchange Act of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States1934. ----------------------------------- Certificate ----------- The undersigned hereby certifies by checking the appropriate boxes that:

Countersigned. By -------------------------- ---------------------------------- Authorized signature [Form Signatory of Reverse Side of Rights Certificate] FORM OF STATE STREET BANK AND TRUST COMPANY, not in its individual capacity but solely as Trustee Dated: ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer the Rights Certificate.) FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto _______________________________________________________________________ Please insert social security or other identifying number of assignee ____________________________________________________________________________ ____________________________________________________________________________ (Please print or typewrite name and address including postal zip code of assignee) this Certificate evidencing a Percentage Interest in certain distributions with respect to the Trust Fund and hereby sellsauthorizes the transfer of registration of such interest to assignee on the Certificate Register of said Trust Fund. I (we) further direct the Certificate Registrar to issue a new Certificate of like Class and Percentage Interest, assigns to the above named assignee and transfers unto deliver such Certificate to the following address: _________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Please print name and address of transferee) Rights evidenced by this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint Dated:________________________________ Attorney to transfer the within Rights Certificate ______________________________________ Signature by or on the books behalf of the within-named Company, with full power of substitution. Dated: , --------------- -------- ---------------------------------- Signature assignor *Signature Guaranteed: Signatures * *The signature hereon must be guaranteed by a member firm bank, trust company or broker of a registered national securities exchange, the signatory who is a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United Statessignature guarantee medallion program. ----------------------------------- Certificate The undersigned hereby certifies by checking the appropriate boxes that:EXHIBIT B