Common use of Duties of Subscription Agent Clause in Contracts

Duties of Subscription Agent. The Subscription Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders of the Rights by their acceptance thereof shall be bound. (a) The Subscription Agent may consult with legal counsel (who may be, but is not required to be, legal counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Subscription Agent as to any action taken or omitted by it in good faith and in accordance with such opinion. (b) Whenever, in the performance of its duties under this Agreement, the Subscription Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificated signed by either the Chairman and Chief Executive Officer, or by the Secretary or any Assistant Secretary of the Company and delivered to the Subscription Agent; and such certificate shall be full authorization to the Subscription Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (c) The Subscription Agent shall be liable hereunder only for its own negligence or willful misconduct. (d) The Subscription Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Rights Exercise Agreements or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. (e) The Subscription Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Subscription Agent) or in respect of the validity or execution of any Rights Exercise Agreement, nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Rights Exercise Agreement; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued in connection with the exercised Rights or pursuant to any Rights Exercise Agreement or as to whether any shares of Common Stock will, when issued, be validly authorized and issued, fully paid and nonassessable. (f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Subscription Agent for the carrying out or performing by the Subscription Agent of the provisions of this Agreement. (g) Nothing herein shall preclude the Subscription Agent from acting in any other capacity for the Company.

Duties of Subscription Agent. The Subscription 3.1 Agent undertakes shall issue the duties and obligations imposed by Rights in accordance with this Agreement upon in the following terms and conditions, by all of which the Company and the Holders names of the Rights by their acceptance thereof shall be boundholders of the Series B Preferred Shares of record on the Record Date, keep such records as are necessary for the purpose of recording such issuance, and furnish a copy of such records to the Company. 3.2 Promptly after Agent receives the Record Shareholders List, Agent shall: (a) The mail or cause to be mailed, by first class mail, to each holder of Series B Preferred Shares of record on the Record Date whose address of record is within the United States (i) a subscription form with respect to the Rights to which such shareholder is entitled under the Subscription Agent may consult with legal counsel Offer (who may be, but is not required to be, legal counsel for the Company“Subscription Form”), a form of which is attached hereto as Exhibit A, (ii) a copy of the Prospectus and the opinion of such counsel shall be full and complete authorization and protection Prospectus Supplement (iii) a return envelope addressed to the Subscription Agent Agent, and any such other document as to any action taken the Company deems necessary or omitted by it in good faith and in accordance with such opinionappropriate. (b) Whenever, in Agent shall accept Subscriptions upon the performance due exercise of its duties under this Agreement, Rights (including payment of the Subscription Agent shall deem it necessary Price) on or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence the Expiration Time in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificated signed by either the Chairman and Chief Executive Officer, or by the Secretary or any Assistant Secretary of the Company and delivered to accordance with the Subscription Agent; and such certificate shall be full authorization to the Subscription Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificateForm. (c) The Subscription Agent shall accept Subscriptions, without further authorization or direction from the Company, without procuring supporting legal papers or other proof of authority to sign (including without limitation proof of appointment of a fiduciary or other person acting in a representative capacity), and without signatures of co-fiduciaries, co-representatives or any other person: (i) if the Right is registered in the name of a fiduciary and the Subscription Form is executed by such fiduciary, provided the Series C Preferred Shares is to be liable hereunder only for its own negligence issued in the name of such fiduciary; (ii) if the Right is registered in the name of joint tenants and the Subscription Form is executed by one of the joint tenants, provided the Series C Preferred Shares is to be issued in the names of such joint tenants; or (iii) if the Right is registered in the name of a corporation and the Subscription Form is executed by a person in a manner which appears or willful misconductpurports to be done in the capacity of an officer or agent thereof, provided the Series C Preferred Shares is to be issued in the name of such corporation. (d) The Subscription Each document received by Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Rights Exercise Agreements or be required relating to verify the same, but all such statements and recitals are and its duties hereunder shall be deemed to have been made by dated and time stamped when received at the Company onlyapplicable address(es) as outlined on the offering documents. (e) The Subscription Agent shall shall, absent of specific and mutually agreed instructions from the Company, follow its normal and customary procedures with respect to the acceptance or rejection of all Subscriptions received after the Expiration Time. Subscriptions not authorized to be under any responsibility in respect accepted pursuant to this Section 3 and Subscriptions otherwise failing to comply with the terms and conditions of the validity of this Agreement or the execution Subscription Form will be rejected and delivery hereof (except the due execution hereof by the Subscription Agent) or in respect of the validity or execution of any Rights Exercise Agreement, nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Rights Exercise Agreement; nor shall it by any act hereunder be deemed to make any representation or warranty as returned to the authorization or reservation of any shares of Common Stock to be issued in connection with the exercised Rights or pursuant to any Rights Exercise Agreement or as to whether any shares of Common Stock will, when issued, be validly authorized and issued, fully paid and nonassessableshareholder. (f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Subscription Agent for the carrying out or performing by the Subscription Agent of the provisions of this Agreement. (g) Nothing herein shall preclude the Subscription Agent from acting in any other capacity for the Company.

Duties of Subscription Agent. The As Subscription Agent undertakes Agent, CST is authorized and directed to do the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders of the Rights by their acceptance thereof shall be bound.following: (a) The Subscription Agent may consult with legal counsel CST shall prepare and record a list of (who may bei) the names of the holders of record of Common Stock as of the close of business on the Record Date, but (ii) the names of all the Eligible Holders and (ii) the number of Rights to which each Eligible Holder is not required to beentitled, legal counsel based on the Rights Ratio. CST will keep such records as are necessary for the Company), purpose of recording such issuance and will furnish to the opinion Company a report of such counsel shall be full and complete authorization and protection to the Subscription Agent as to any action taken or omitted by it in good faith and in accordance with such opinionissuance. (b) Whenever, CST shall prepare Subscription Rights Agreements for each Eligible Holder by indicating such Eligible Holder's name and address and the total number of shares of Common Stock held by such Eligible Holder as of the Record Date. CST shall issue Subscription Rights Agreements in whole number denominations to the performance of its duties person entitled thereto in connection with any partial exercise or transfer permitted under this Agreement to the extent there is sufficient time to do so prior to the Expiration Date. The Company shall at all times supply CST with a sufficient number of Subscription Rights Agreements and Prospectuses for the purposes contemplated by this Agreement. CST shall issue to each Eligible Holder who subscribes for the purchase of less than all of the Shares of Common Stock represented by his, her or its Subscription Rights Agreement, a new Subscription Rights Agreement representing the Subscription Agent shall deem it necessary or desirable that any fact or matter be proved or established by balance of the Company Shares subject to unsubscribed Rights, to the extent reasonably practicable prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificated signed by either the Chairman and Chief Executive Officer, or by the Secretary or any Assistant Secretary of the Company and delivered to the Subscription Agent; and such certificate shall be full authorization to the Subscription Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificateExpiration Time. (c) The Copies of all Subscription Agent Rights Agreements surrendered to CST shall, unless otherwise instructed by the Company in writing to CST, be retained by CST for six months, and then shall be liable hereunder only delivered to the Company. As the Subscription Rights are non-transferable, other than by operation of law, subscriptions may not be made and CST shall not accept delivery of subscriptions by notice of guaranteed delivery. Consequently, all Subscription Rights Agreements together with payment in full of the Subscription Price for its own negligence or willful misconductthe Shares must be received by CST no later than the Expiration Date. (d) The Subscription Agent shall not be liable for or Promptly after receiving written notification from the Company, and subject to receipt by reason of any of the statements of fact or recitals contained in this Agreement or in the Rights Exercise Agreements or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. (e) The Subscription Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Subscription Agent) or in respect of the validity or execution of any Rights Exercise Agreement, nor shall it be responsible for any breach by CST from the Company of any covenant or condition contained in this Agreement or in any Rights Exercise Agreement; nor sufficient copies thereof, CST shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued in connection with the exercised Rights or pursuant to any Rights Exercise Agreement or as to whether any shares of Common Stock will, when issued, be validly authorized and issued, fully paid and nonassessable. (f) The Company agrees that it will perform, execute, acknowledge and deliver mail or cause to be performedmailed by first class mail to each Eligible Holder whose address of record is within the United States (including its territories and possessions and the District of Columbia) the following materials, executedas appropriate (collectively, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the "Subscription Agent for the carrying out or performing by the Subscription Agent of the provisions of this Agreement.Materials"): (gi) Nothing herein shall preclude the a Prospectus; (ii) a Subscription Agent from acting in Rights Agreement; (iii) a Letter to Stockholders who are Record Holders; (iv) a return envelope addressed to CST; (v) any other capacity for instructions that are deemed necessary; (vi) additional forwarding information to the Company.street name nominees; (vii) nominee holder certification; (viii) a Letter to Brokers; and

Duties of Subscription Agent. The Subscription Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company Homestead and the Holders holders of the Rights Certificates by their acceptance thereof shall be bound.: (a) The Subscription Agent may consult with legal counsel (who may be, but is not required to be, legal counsel for the CompanyHomestead), and the advice or opinion of such counsel shall be full and complete authorization and protection to the Subscription Agent as to any action taken or omitted by it in good faith and in accordance with such advice or opinion. (b) Whenever, Whenever in the performance of its duties under this Agreement, Agreement the Subscription Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company Homestead prior to taking or suffering omitting to take any action hereunder, such fact or matter (unless other evidence in respect thereof be herein is specifically prescribedprescribed herein) may be deemed to be conclusively proved and established by a certificated certificate signed by either the Chairman and Chief Executive Officera Co-Chairman, or Vice President (including any Senior Vice President) and by the Treasurer or any Assistant Treasurer or the Secretary or any Assistant Secretary of the Company Homestead and delivered to the Subscription Agent; and such certificate shall be full authorization to the Subscription Agent for any action taken or suffered omitted in good faith by it under the provisions of this Agreement in reliance upon such certificate. (c) The Subscription Agent shall be liable hereunder only for its own negligence negligence, misconduct or willful misconductbad faith. (d) The Subscription Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Rights Exercise Agreements Certificates or be required to verify the same, but and all such statements and recitals are and shall be deemed to have been made by the Company Homestead only. (e) The Subscription Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution and delivery hereof by the Subscription Agent) or in respect of the validity or execution of any Rights Exercise Agreement, Certificate; nor shall it be responsible for any breach by the Company Homestead of any covenant or condition contained in this Agreement or in any Rights Exercise AgreementCertificate; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Shares to be issued in connection with the exercised Rights or pursuant to this Agreement or any Rights Exercise Agreement Certificate or as to whether any shares of Common Stock Shares will, when issued, be duly authorized, validly authorized and issued, fully paid and nonassessable. (f) The Company Homestead agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Subscription Agent for the carrying out or performing by the Subscription Agent of the provisions of this Agreement. (g) Nothing herein shall preclude the Subscription Agent from acting in any other capacity for Homestead. (h) The Subscription Agent shall comply with the Companyinformation and backup withholding requirements of the Internal Revenue Code of 1986, as amended (the "Code"), including, without limitation, where appropriate, on a timely basis, filing with the Internal Revenue Service and furnishing to holders of Rights duly completed Forms 1099B. The Subscription Agent shall also collect and duly preserve Forms W-8 and W-9 and other forms or information necessary to comply with the backup withholding requirements of the Code. The Subscription Agent shall have no obligation to furnish distributees of Rights with Forms 1099DIV or to withhold any taxes with respect to the distribution of Rights. (i) The Subscription Agent shall withhold from payments made to record owners amounts sufficient to comply with the backup withholding requirements of the Code. For purposes of backup withholding that may be applicable in respect of Rights distributed to record owners other than foreign holders, the Subscription Agent shall withhold and sell Rights on behalf of such record owners in amounts necessary to satisfy such backup withholding requirements.

Duties of Subscription Agent. The Subscription Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders holders of the Rights Subscription Certificates by their acceptance thereof shall be bound.: (a) The Subscription Agent may consult with legal counsel (who may be, but is not required to be, legal counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Subscription Agent as to any action taken or omitted by it in good faith and in accordance with such opinion. (b) Whenever, Whenever in the performance of its duties under this Agreement, Agreement the Subscription Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificated certificate signed by either the Chairman of the Board, the President or a Vice President (including any Senior or Executive Vice President) and Chief Executive Officer, by the Treasurer or by any Assistant Treasurer or the Secretary or any Assistant Secretary of the Company and delivered to the Subscription Agent; and such certificate shall be full authorization to the Subscription Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (c) The Subscription Agent shall be liable hereunder only for its own negligence or willful misconduct. (d) The Subscription Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Rights Exercise Agreements Subscription Certificates or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. (e) The Subscription Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Subscription Agent) or in respect of the validity or execution of any Rights Exercise Agreement, Subscription Certificate; nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Rights Exercise AgreementSubscription Certificate; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued in connection with the exercised Rights or pursuant to this Agreement or any Rights Exercise Agreement Subscription Certificate or as to whether any shares of Common Stock will, when issued, be validly authorized and issued, fully paid and nonassessable. (f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Subscription Agent for the carrying out or performing by the Subscription Agent of the provisions of this Agreement. (g) Nothing herein shall preclude the Subscription Agent from acting in any other capacity for the Company. (h) The Subscription Agent shall comply with the information and backup withholding requirements of the Internal Revenue Code of 1986, as amended (the "Code"), including without limitation, where appropriate, on a timely basis, filing with the Internal Revenue Service and furnishing to holders of Rights duly completed Forms 1099B and 1099DIV. The Subscription Agent shall also collect and duly preserve Forms W-8 and W-9 and other forms or information necessary to comply with the backup withholding requirements of the Code. (i) The Subscription Agent shall withhold from payments made to record owners amounts sufficient to comply with the backup withholding requirements of the Code. For purposes of backup withholding that may be applicable in respect of Rights distributed to record owners other than foreign holders, the Subscription Agent shall withhold and sell Rights on behalf of such record owners in amounts necessary to satisfy such backup withholding requirements.

Duties of Subscription Agent. The Subscription Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders holders of the Rights Subscription Certificates by their acceptance thereof shall be bound.: (a) The Subscription Agent may consult with legal counsel (who may be, but is not required to be, legal counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Subscription Agent as to any action taken or omitted by it in good faith and in accordance with such opinion. (b) Whenever, Whenever in the performance of its duties under this Agreement, Agreement the Subscription Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificated certificate signed by either the Chairman of the Board, the President or a Vice President (including any Senior or Executive Vice President) and Chief Executive Officer, by the Treasurer or by any Assistant Treasurer or the Secretary or any Assistant Secretary of the Company and delivered to the Subscription Agent; and such certificate shall be full authorization to the Subscription Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (c) The Subscription Agent shall be liable hereunder only for its own negligence or willful misconduct. (d) The Subscription Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Rights Exercise Agreements Subscription Certificates or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. (e) The Subscription Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Subscription Agent) or in respect of the validity or execution of any Rights Exercise Agreement, Subscription Certificate; nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Rights Exercise AgreementSubscription Certificate; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued in connection with the exercised Rights or pursuant to this Agreement or any Rights Exercise Agreement Subscription Certificate or as to whether any shares of Common Stock will, when issued, be validly authorized and issued, fully paid and nonassessable. (f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Subscription Agent for the carrying out or performing by the Subscription Agent of the provisions of this Agreement. (g) Nothing herein shall preclude the Subscription Agent from acting in any other capacity for the Company. (h) The Subscription Agent shall comply with the information and backup withholding requirements of the Internal Revenue Code of 1986, as amended (the "CODE"), including without limitation, where appropriate, on a timely basis, filing with the Internal Revenue Service and furnishing to holders of Rights duly completed Forms 1099B and 1099DIV. The Subscription Agent shall also collect and duly preserve Forms W-8 and W-9 and other forms or information necessary to comply with the backup withholding requirements of the Code. (i) The Subscription Agent shall withhold from payments made to record owners amounts sufficient to comply with the backup withholding requirements of the Code. For purposes of backup withholding that may be applicable in respect of Rights distributed to record owners other than foreign holders, the Subscription Agent shall withhold and sell Rights on behalf of such record owners in amounts necessary to satisfy such backup withholding requirements.

Duties of Subscription Agent. The Subscription Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company ATLANTIC and the Holders holders of the Rights Certificates by their acceptance thereof shall be bound.: (a) The Subscription Agent may consult with legal counsel (who may be, but is not required to be, legal counsel for the CompanyATLANTIC), and the advice or opinion of such counsel shall be full and complete authorization and protection to the Subscription Agent as to any action taken or omitted by it in good faith and in accordance with such advice or opinion. (b) Whenever, Whenever in the performance of its duties under this Agreement, Agreement the Subscription Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company ATLANTIC prior to taking or suffering omitting to take any action hereunder, such fact or matter (unless other evidence in respect thereof be herein is specifically prescribedprescribed herein) may be deemed to be conclusively proved and established by a certificated certificate signed by either a Co-Chairman, Managing Director or Vice President (including any Senior Vice President) and by the Chairman and Chief Executive Officer, Treasurer or by any Assistant Treasurer or the Secretary or any Assistant Secretary of the Company ATLANTIC and delivered to the Subscription Agent; and such certificate shall be full authorization to the Subscription Agent for any action taken or suffered omitted in good faith by it under the provisions of this Agreement in reliance upon such certificate. (c) The Subscription Agent shall be liable hereunder only for its own negligence negligence, misconduct or willful misconductbad faith. (d) The Subscription Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Rights Exercise Agreements Certificates or be required to verify the same, but and all such statements and recitals are and shall be deemed to have been made by the Company ATLANTIC only. (e) The Subscription Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution and delivery hereof by the Subscription Agent) or in respect of the validity or execution of any Rights Exercise Agreement, Certificate; nor shall it be responsible for any breach by the Company ATLANTIC of any covenant or condition contained in this Agreement or in any Rights Exercise AgreementCertificate; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Shares to be issued in connection with the exercised Rights or pursuant to this Agreement or any Rights Exercise Agreement Certificate or as to whether any shares of Common Stock Shares will, when issued, be duly authorized, validly authorized and issued, fully paid and nonassessable. (f) The Company ATLANTIC agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Subscription Agent for the carrying out or performing by the Subscription Agent of the provisions of this Agreement. (g) Nothing herein shall preclude the Subscription Agent from acting in any other capacity for ATLANTIC. (h) The Subscription Agent shall comply with the Companyinformation and backup withholding requirements of the Internal Revenue Code of 1986, as amended (the "Code"), including, without limitation, where appropriate, on a timely basis, filing with the Internal Revenue Service and furnishing to holders of Rights duly completed Forms 1099B. The Subscription Agent shall also collect and duly preserve Forms W-8 and W-9 and other forms or information necessary to comply with the backup withholding requirements of the Code. The Subscription Agent shall have no obligation to furnish distributees of Rights with Forms 1099DIV or to withhold any taxes with respect to the distribution of Rights. (i) The Subscription Agent shall withhold from payments made to record owners amounts sufficient to comply with the backup withholding requirements of the Code. For purposes of backup withholding that may be applicable in respect of Rights distributed to record owners other than foreign holders, the Subscription Agent shall withhold and sell Rights on behalf of such record owners in amounts necessary to satisfy such backup withholding requirements.

Duties of Subscription Agent. The Subscription Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders of the Rights by their acceptance thereof Rightholders shall be bound.: (a) The Subscription Agent may consult with legal counsel (who may be, but is not required to be, legal counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Subscription Agent as to any action actions taken or omitted by it in good faith and in accordance with such opinion. (b) Whenever, Whenever in the performance of its duties under this Agreement, Agreement the Subscription Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificated certificate signed by either the Chairman of the Board, the President or any Vice President (including any Senior or Executive Vice President) and Chief Executive Officer, by the Treasurer or by any Assistant Treasurer or the Secretary or any Assistant Secretary of the Company and delivered to the Subscription Agent; and such certificate shall be full authorization to the Subscription Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (c) The Subscription Agent shall be liable hereunder only for its own negligence or willful misconduct. (d) The Subscription Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Rights Exercise Agreements Subscription Certificates or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. (e) The Subscription Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Subscription Agent) or in respect of the validity or execution of any Rights Exercise Agreement, Subscription Certificate; nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Rights Exercise AgreementSubscription Certificate; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued in connection with the exercised Rights or pursuant to this Agreement or any Rights Exercise Agreement Subscription Certificate or as to whether any shares of Common Stock will, when issued, be validly authorized and issued, fully paid and nonassessablenon-assessable. (f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Subscription Agent for the carrying out or performing by the Subscription Agent of the provisions of this Agreement. (g) Nothing herein shall preclude the Subscription Agent from acting in any other capacity for the Company.

Duties of Subscription Agent. The Subscription Agent ---------------------------- undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company ATLANTIC and the Holders holders of the Rights Certificates by their acceptance thereof shall be bound.: (a) The Subscription Agent may consult with legal counsel (who may be, but is not required to be, legal counsel for the CompanyATLANTIC), and the advice or opinion of such counsel shall be full and complete authorization and protection to the Subscription Agent as to any action taken or omitted by it in good faith and in accordance with such advice or opinion. (b) Whenever, Whenever in the performance of its duties under this Agreement, Agreement the Subscription Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company ATLANTIC prior to taking or suffering omitting to take any action hereunder, such fact or matter (unless other evidence in respect thereof be herein is specifically prescribedprescribed herein) may be deemed to be conclusively proved and established by a certificated certificate signed by either a Co-Chairman of the Chairman Board, a Managing Director or a Vice President (including any Senior Vice President) and Chief Executive Officer, by the Treasurer or by any Assistant Treasurer or the Secretary or any Assistant Secretary of the Company ATLANTIC and delivered to the Subscription Agent; and such certificate shall be full authorization to the Subscription Agent for any action taken or suffered omitted in good faith by it under the provisions of this Agreement in reliance upon such certificate. (c) The Subscription Agent shall be liable hereunder only for its own negligence negligence, misconduct or willful misconductbad faith. (d) The Subscription Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Rights Exercise Agreements Certificates or be required to verify the same, but and all such statements and recitals are and shall be deemed to have been made by the Company ATLANTIC only. (e) The Subscription Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution and delivery hereof by the Subscription Agent) or in respect of the validity or execution of any Rights Exercise Agreement, Certificate; nor shall it be responsible for any breach by the Company ATLANTIC of any covenant or condition contained in this Agreement or in any Rights Exercise AgreementCertificate; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Shares to be issued in connection with the exercised Rights or pursuant to this Agreement or any Rights Exercise Agreement Certificate or as to whether any shares of Common Stock Shares will, when issued, be duly authorized, validly authorized and issued, fully paid and nonassessable. (f) The Company ATLANTIC agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Subscription Agent for the carrying out or performing by the Subscription Agent of the provisions of this Agreement. (g) Nothing herein shall preclude the Subscription Agent from acting in any other capacity for ATLANTIC. (h) The Subscription Agent shall comply with the Companyinformation and backup withholding requirements of the Internal Revenue Code of 1986, as amended (the "Code"), including, without limitation, where appropriate, on a timely basis, ---- filing with the Internal Revenue Service and furnishing to holders of Rights duly completed Forms 1099B. The Subscription Agent shall also collect and duly preserve Forms W-8 and W-9 and other forms or information necessary to comply with the backup withholding requirements of the Code. The Subscription Agent shall have no obligation to furnish distributees of Rights with Forms 1099DIV or to withhold any taxes with respect to the distribution of Rights. (i) The Subscription Agent shall withhold from payments made to record owners amounts sufficient to comply with the backup withholding requirements of the Code. For purposes of backup withholding that may be applicable in respect of Rights distributed to record owners other than foreign holders, the Subscription Agent shall withhold and sell Rights on behalf of such record owners in amounts necessary to satisfy such backup withholding requirements.

Duties of Subscription Agent. The Subscription Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders holders of the Rights Subscription Certificates by their acceptance thereof shall be bound.: (a) The Subscription Agent may consult with legal counsel (who may be, but is not required to be, legal counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Subscription Agent as to any action taken or omitted by it in good faith and in accordance with such opinion. (b) Whenever, Whenever in the performance of its duties under this Agreement, Agreement the Subscription Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificated certificate signed by either the Chairman President or a Vice President (including any Senior or Executive Vice President) and Chief Executive Officer, by the Treasurer or by any Assistant Treasurer or the Secretary or any an Assistant Secretary of the Company and delivered to the Subscription Agent; and such certificate shall be full authorization to the Subscription Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (c) The Subscription Agent shall be liable hereunder only for its own gross negligence or willful misconduct. (d) The Subscription Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Rights Exercise Agreements Subscription Certificates or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. (e) The Subscription Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Subscription Agent) or in respect of the validity or execution of any Rights Exercise Agreement, Subscription Certificate; nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Rights Exercise AgreementSubscription Certificate; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Note to be issued in connection with the exercised Rights or pursuant to this Agreement or any Rights Exercise Agreement Subscription Certificate or as to whether any shares of Common Stock Note will, when issued, be validly authorized and issued, fully paid and nonassessable. (f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Subscription Agent for the carrying out or performing by the Subscription Agent of the provisions of this Agreement. (g) Nothing herein shall preclude the Subscription Agent from acting in any other capacity for the Company. (h) The Subscription Agent shall have no duties or obligations other than those specifically set forth in this Agreement, or as may subsequently be agreed to in writing by the Company and the Subscription Agent. (i) The Subscription Agent shall have the right to resign as Subscription Agent upon 30 days prior written notice to the Company. (j) The Company represents to the Subscription Agent that it has and shall continue to solicit the advice of its counsel regarding the compliance with all applicable state and federal securities laws in connection with the transactions contemplated by this Agreement and that it will act in accordance with such advice. (k) If any question or dispute arises with respect to the proper interpretation of this Agreement or the Subscription Agent's duties hereunder or the rights of any person delivering a Subscription Certificate pursuant to this Agreement, the Subscription Agent shall not be required to act and shall not be liable for refusal to act until the question or dispute has been judicially settled (and, if appropriate, the Subscription Agent may file a suit in interpleader for such purpose) by final judgment rendered by a court of competent jurisdiction, binding on all parties interested in the matter or settled by a written document in form and substance reasonably satisfactory to the Subscription Agent and the parties to the dispute or question.

Duties of Subscription Agent. The Subscription Agent ----------------------------- undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders of the Rights by their its acceptance thereof hereof shall be bound.: (a) The Subscription Agent may consult with legal counsel (who may be, but it is not required to be, legal counsel for the Company), and the written opinion of such counsel shall be full and complete authorization and protection to the Subscription Agent as to any action taken or omitted by it in good faith and in accordance with such opinion. (b) Whenever, Whenever in the performance of its duties under this Agreement, Agreement the Subscription Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificated certificate signed by either any two of the following: The Chairman of the Board, the President and Chief Executive Officer, or by the Secretary or any Assistant Secretary Treasurer of the Company and delivered to the Subscription Agent; and such certificate shall be full authorization to the Subscription Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (c) The Subscription Agent shall be liable hereunder only for its own negligence negligence, willful misconduct or willful misconductbad faith. (d) The Subscription Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Rights Exercise Agreements Certificates or be required to verify the same, but all such statements and recitals (except the willingness of the Subscription Agent to act as such) are and shall be deemed to have been made by the Company only. (e) The Subscription Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Subscription Agent) or in respect of the validity or execution of any Rights Exercise Agreement, Certificate; nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Rights Exercise AgreementCertificate; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Shares to be issued in connection with the exercised Rights or pursuant to any Rights Exercise Agreement or as to whether any shares of Common Stock Shares will, when issued, be validly authorized and issued, fully paid and nonassessable. (f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Subscription Agent for the carrying out or performing by the Subscription Agent of the provisions of this Agreement. (g) The Subscription Agent and any shareholder, director, officer or employee of the Subscription Agent may buy, sell or deal in any other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to or otherwise act as fully and freely as thought it were not Subscription Agent under this Agreement. Nothing herein shall preclude the Subscription Agent from acting in any other capacity for the CompanyCompany or for any other legal entity.

Duties of Subscription Agent. The Subscription Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders of the Rights Holders, by their acceptance thereof thereof, shall be bound.: (a) The Subscription Agent may consult with legal counsel (who may be, but is not required to be, be legal counsel for the Company), and the opinion of such legal counsel shall be full and complete authorization and protection to the Subscription Agent as to any action taken or omitted by it in good faith and in accordance with such opinion. (b) Whenever, Whenever in the performance of its duties under this Agreement, Agreement the Subscription Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificated certificate signed by either the Chairman and Chief Executive Officer, any Executive Vice President or by the Secretary or any Assistant Secretary of the Company and delivered to the Subscription Agent; and such certificate shall be full authorization to the Subscription Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (c) The Subscription Agent shall be liable hereunder only for its own or its own legal counsel's negligence or willful misconduct. (d) The Subscription Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement Agreement, in the Rights Certificates or in the Rights Exercise Agreements Registration Statement, or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. (e) The Subscription Agent and any of its stockholders, directors, officers, or employees may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to or otherwise act as fully and freely as though it were not Subscription Agent under this Agreement. Nothing herein contained shall preclude the Subscription Agent from acting in any other capacity for the Company or for any other person or entity. (f) The Subscription Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due authorization and execution hereof by the such Subscription Agent) or in respect of the validity or execution of any Rights Exercise Agreement, Certificate (except the due authorization thereof by it in its capacity as Registrar and Transfer Agent); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Rights Exercise AgreementCertificate; nor shall it by any an act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Preferred Stock to be issued in connection with the exercised Rights or pursuant to this Agreement or any Rights Exercise Agreement Certificate or as to whether any shares of Common Stock Preferred Certificate will, when issued, be validly authorized and issued, issued fully paid and nonassessable. (fg) The Company agrees that it will performNotwithstanding anything to the contrary contained in this Agreement, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Subscription Agent shall not be required to issue any Rights Certificates after or any Preferred Certificate upon exercise of Rights after the thirtieth day following the Expiration Date, and the Company may not extend the Rights Offering or the Expiration Date for more than ninety (90) days without the carrying out or performing by written consent of the Subscription Agent of the provisions of this AgreementAgent. (g) Nothing herein shall preclude the Subscription Agent from acting in any other capacity for the Company.

Duties of Subscription Agent. The Subscription Agent undertakes ----------------------------- the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders of the Rights by their its acceptance thereof hereof shall be bound.: (a) The Subscription Agent may consult with legal counsel (who may be, but it is not required to be, legal counsel for the Company), and the written opinion of such counsel shall be full and complete authorization and protection to the Subscription Agent as to any action taken or omitted by it in good faith and in accordance with such opinion. (b) Whenever, Whenever in the performance of its duties under this Agreement, Agreement the Subscription Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificated certificate signed by either any two of the following: The Chairman of the Board, the President and Chief Executive Officer, or by the Secretary or any Assistant Secretary Treasurer of the Company and delivered to the Subscription Agent; and such certificate shall be full authorization to the Subscription Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (c) The Subscription Agent shall be liable hereunder only for its own negligence negligence, willful misconduct or willful misconductbad faith. (d) The Subscription Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Rights Exercise Agreements Certificates or be required to verify the same, but all such statements and recitals (except the willingness of the Subscription Agent to act as such) are and shall be deemed to have been made by the Company only. (e) The Subscription Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Subscription Agent) or in respect of the validity or execution of any Rights Exercise Agreement, Certificate; nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Rights Exercise AgreementCertificate; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Shares to be issued in connection with the exercised Rights or pursuant to any Rights Exercise Agreement or as to whether any shares of Common Stock Shares will, when issued, be validly authorized and issued, fully paid and nonassessable. (f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Subscription Agent for the carrying out or performing by the Subscription Agent of the provisions of this Agreement. (g) The Subscription Agent and any shareholder, director, officer or employee of the Subscription Agent may buy, sell or deal in any other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to or otherwise act as fully and freely as thought it were not Subscription Agent under this Agreement. Nothing herein shall preclude the Subscription Agent from acting in any other capacity for the CompanyCompany or for any other legal entity.

Duties of Subscription Agent. The Subscription Agent undertakes the duties and obligations imposed by this Agreement including, but not limited to, the duties enumerated on Exhibit B attached hereto, upon the following terms and conditions, by all of which the . The Company and the Holders of the Rights Subscription Certificates, by their acceptance thereof thereof, shall be boundbound by such terms and conditions. (a) The Subscription Agent may consult with legal counsel (who may be, but is not required to be, legal counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Subscription Agent as to any action taken or omitted by it in good faith and in accordance with such opinionopinions. (b) Whenever, in the performance of its duties under this Agreement, the Subscription Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificated certificate signed by either the Chairman and Company's Chief Executive Officer, or jointly by a Vice President and the Secretary or any Assistant Secretary of the Company Company, and delivered to the Subscription Agent; and such . Such certificate shall be full authorization to the Subscription Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (c) The Subscription Agent shall be liable hereunder only for its own negligence or willful wilful misconduct. (d) The Subscription Agent shall not be liable for for, or by reason of of, any of the statements of fact or recitals contained in this Agreement or in the Rights Exercise Agreements Subscription Certificates or be required to verify the same, but all . All such statements and recitals are and shall be deemed to have been made by the Company only. (e) The Subscription Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Subscription Agent) or in respect of the validity or execution of any Rights Exercise AgreementSubscription Certificate, nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Rights Exercise AgreementSubscription Certificate; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued in connection with the exercised Rights or pursuant to any Rights Exercise Agreement Subscription Certificate or as to whether any shares of Common Stock will, when issued, be validly authorized and issued, fully paid and nonassessable. (f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Subscription Agent for the carrying out or performing by the Subscription Agent of the provisions of this Agreement. (g) Nothing herein shall preclude the Subscription Agent from acting in any other capacity for the Company.

Duties of Subscription Agent. The Subscription Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders holders of the Rights Certificates, by their acceptance thereof thereof, shall be bound.: (a) The the Subscription Agent may consult with legal counsel (who may be, but is not required to be, be legal counsel for the Company), ) and the opinion of such counsel shall be full and complete authorization and protection to the Subscription Agent as to any action taken or omitted by it in good faith and in accordance with such opinion. (b) Whenever, Whenever in the performance of its duties under this Agreement, Agreement the Subscription Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificated certificate signed by either the Chairman and of the Board, Chief Executive Officer, Officer or by the Secretary or any Assistant Secretary a Vice President of the Company and delivered to the Subscription Agent; and such certificate shall be full authorization to the Subscription Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (c) The Subscription Agent shall be liable hereunder only for its own gross negligence or willful misconduct. (d) The Subscription Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement Agreement, in the Rights Certificates or in the Rights Exercise Agreements Prospectus, or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. (e) The Subscription Agent and any of its stockholders, directors, officers, or employees may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to or otherwise act as fully and freely as though it were not Subscription Agent under this Agreement. Nothing herein contained shall preclude the Subscription Agent from acting in another capacity for the Company or for any other person or entity. (f) The Subscription Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due authorization and execution hereof by the such Subscription Agent) or in respect of the validity or execution of any Rights Exercise Agreement, Certificate; nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Rights Exercise AgreementCertificate; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock Ordinary Shares to be issued in connection with the exercised Rights or pursuant to this Agreement or any Rights Exercise Agreement Certificate or as to whether any shares of Common Stock Ordinary Shares will, when issued, be validly authorized and issued, fully paid and nonassessable. (f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Subscription Agent for the carrying out or performing by the Subscription Agent of the provisions of this Agreement. (g) Nothing herein shall preclude the Subscription Agent from acting in any other capacity for the Company.

Duties of Subscription Agent. The Subscription Agent ---------------------------- undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders holders of the Rights Subscription Certificates by their acceptance thereof shall be bound.: (a) The Subscription Agent may consult with legal counsel (who may be, but is not required to be, legal counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Subscription Agent as to any action actions taken or omitted by it in good faith and in accordance with such opinion. (b) Whenever, Whenever in the performance of its duties under this Agreement, Agreement the Subscription Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificated certificate signed by either the Chairman of the Board, the President or a Vice President (including any Senior or Executive Vice President) and Chief Executive Officer, by the Treasurer or by any Assistant Treasurer or the Secretary or any an Assistant Secretary of the Company and delivered to the Subscription Agent; and such certificate shall be full authorization to the Subscription Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (c) The Subscription Agent shall be liable hereunder only for its own negligence or willful misconduct. (d) The Subscription Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Rights Exercise Agreements Subscription Certificates or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. (e) The Subscription Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Subscription Agent) or in respect of the validity or execution of any Rights Exercise Agreement, Subscription Certificate; nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Rights Exercise AgreementSubscription Certificate; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued in connection with the exercised Rights or pursuant to this Agreement or any Rights Exercise Agreement Subscription Certificate or as to whether any shares of Common Stock will, when issued, be validly authorized and issued, fully paid and nonassessable. (f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required by the Subscription Agent for the carrying out or performing by the Subscription Agent of the provisions of this Agreement. (g) Nothing herein shall preclude the Subscription Agent from acting in any other capacity for the Company.

Duties of Subscription Agent. The Subscription Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders holders of the Rights Certificates, by their acceptance thereof thereof, shall be bound.: (a) 20.1 The Subscription Agent may consult with legal counsel satisfactory to it (who may be, but is not required to be, legal be counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Subscription Agent as to any action taken taken, suffered or omitted by it in good faith and in accordance with such opinion; provided, however that the Subscription Agent shall have exercised -------- ------- reasonable care in the selection of such counsel. (b) Whenever, 20.2 Whenever in the performance of its duties under this Agreement, the Subscription Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificated certificate signed by either the Chairman and of the Board, Chief Executive Officer, Officer or by the Secretary President or any Assistant a Vice President or the Secretary of the Company and delivered to the Subscription Agent; and such certificate shall be full authorization to the Subscription Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (c) 20.3 The Subscription Agent shall be liable hereunder only for its own negligence negligence, bad faith or willful misconduct. (d) 20.4 The Subscription Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Rights Exercise Agreements Certificates (except its countersignature on the Rights Certificates and such statements or recitals as describe the Subscription Agent or action taken or to be taken by it) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. (e) 20.5 The Subscription Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Subscription Agent) or in respect of the validity or execution of any Rights Exercise Agreement, Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Rights Exercise AgreementCertificate; nor shall it be responsible for any change in the number of shares of Common Stock required under the provisions of Section 6 or responsible for the manner, method or amount of any such change or the ascertaining of the existence of facts that would require any such adjustment or change; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued in connection with the exercised Rights or pursuant to this Agreement or any Rights Exercise Agreement Certificate or as to whether any shares of Common Stock will, when issued, be validly authorized and issued, fully paid and nonassessable. (f) 20.6 The Subscription Agent shall be under no obligation to institute any action, suit or legal proceeding or take any other action likely to involve expense unless the Company agrees that it will performor one or more registered holders of Rights shall furnish the Subscription Agent with reasonable security and indemnity, executeas determined in the sole discretion of the Subscription Agent, acknowledge for any costs and deliver expenses which may be incurred. All rights of action under this Agreement or cause to under any of the Rights may be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required enforced by the Subscription Agent for without the carrying out possession of any of the Rights or performing the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Subscription Agent shall be brought in its name as Subscription Agent, and any recovery of judgment shall be for the ratable benefit of the provisions registered holders of the Rights, as their respective rights or interests may appear. 20.7 The Subscription Agent and any shareholder, director, officer or employee of the Subscription Agent may buy, sell or deal in any of the securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to or otherwise act as fully and freely as though it were not Subscription Agent under this Agreement. (g) . Nothing herein shall preclude the Subscription Agent from acting in any other capacity for the Company or for any other legal entity. 20.8 The Subscription Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Chairman of the Board, Chief Executive Officer or President or a Vice President or the Secretary of the Company, and to apply to such officers for advice or instructions in connection with the Subscription Agent's duties, and it shall not be liable for any action taken or suffered or omitted by it in good faith in accordance with instructions of any such officer. 20.9 The Subscription Agent will not be responsible for any failure of the Company to comply with any of the covenants contained in this Agreement or in the Rights Certificates to be complied with by the Company. 20.10 The Subscription Agent will not incur any liability or responsibility to the Company or to any holder of any Rights Certificate for any action taken, or any failure to take action, in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by the Subscription Agent to be genuine and to have been signed, sent or presented by the proper party or parties. 20.11 The Subscription Agent will act hereunder solely as agent of the Company in a ministerial capacity, and its duties will be determined solely by the provisions hereof. The Subscription Agent will not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own negligence, bad faith or willful conduct.

Duties of Subscription Agent. The Subscription Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders holders of the Rights Certificates, by their acceptance thereof thereof, shall be bound.: (a) 20.1 The Subscription Agent may consult with legal counsel satisfactory to it (who may be, but is not required to be, legal be counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to the Subscription Agent as to any action taken taken, suffered or omitted by it in good faith and in accordance with such opinion; provided, however that the Subscription Agent shall have ----------------- exercised reasonable care in the selection of such counsel. (b) Whenever, 20.2 Whenever in the performance of its duties under this Agreement, the Subscription Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificated certificate signed by either the Chairman and of the Board, Chief Executive Officer, Officer or by the Secretary President or any Assistant a Vice President or the Secretary of the Company and delivered to the Subscription Agent; and such certificate shall be full authorization to the Subscription Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (c) 20.3 The Subscription Agent shall be liable hereunder only for its own negligence negligence, bad faith or willful misconduct. (d) 20.4 The Subscription Agent shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Rights Exercise Agreements Certificates (except its countersignature on the Rights Certificates and such statements or recitals as describe the Subscription Agent or action taken or to be taken by it) or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made by the Company only. (e) 20.5 The Subscription Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Subscription Agent) or in respect of the validity or execution of any Rights Exercise Agreement, Certificate (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Rights Exercise AgreementCertificate; nor shall it be responsible for any change in the number of shares of Common Stock required under the provisions of Section 6 or responsible for the manner, method or amount of any such change or the ascertaining of the existence of facts that would require any such adjustment or change; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued in connection with the exercised Rights or pursuant to this Agreement or any Rights Exercise Agreement Certificate or as to whether any shares of Common Stock will, when issued, be validly authorized and issued, fully paid and nonassessable. (f) 20.6 The Subscription Agent shall be under no obligation to institute any action, suit or legal proceeding or take any other action likely to involve expense unless the Company agrees that it will performor one or more registered holders of Rights shall furnish the Subscription Agent with reasonable security and indemnity, executeas determined in the sole discretion of the Subscription Agent, acknowledge for any costs and deliver expenses which may be incurred. All rights of action under this Agreement or cause to under any of the Rights may be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required enforced by the Subscription Agent for without the carrying out possession of any of the Rights or performing the production thereof at any trial or other proceeding relative thereto, and any such action, suit or proceeding instituted by the Subscription Agent shall be brought in its name as Subscription Agent, and any recovery of judgment shall be for the ratable benefit of the provisions registered holders of the Rights, as their respective rights or interests may appear. 20.7 The Subscription Agent and any shareholder, director, officer or employee of the Subscription Agent may buy, sell or deal in any of the securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to or otherwise act as fully and freely as though it were not Subscription Agent under this Agreement. (g) . Nothing herein shall preclude the Subscription Agent from acting in any other capacity for the Company or for any other legal entity. 20.8 The Subscription Agent is hereby authorized and directed to accept instructions with respect to the performance of its duties hereunder from the Chairman of the Board, Chief Executive Officer or President or a Vice President or the Secretary of the Company, and to apply to such officers for advice or instructions in connection with the Subscription Agent's duties, and it shall not be liable for any action taken or suffered or omitted by it in good faith in accordance with instructions of any such officer. 20.9 The Subscription Agent will not be responsible for any failure of the Company to comply with any of the covenants contained in this Agreement or in the Rights Certificates to be complied with by the Company. 20.10 The Subscription Agent will not incur any liability or responsibility to the Company or to any holder of any Rights Certificate for any action taken, or any failure to take action, in reliance on any notice, resolution, waiver, consent, order, certificate, or other paper, document or instrument reasonably believed by the Subscription Agent to be genuine and to have been signed, sent or presented by the proper party or parties. 20.11 The Subscription Agent will act hereunder solely as agent of the Company in a ministerial capacity, and its duties will be determined solely by the provisions hereof. The Subscription Agent will not be liable for anything which it may do or refrain from doing in connection with this Agreement except for its own negligence, bad faith or willful conduct.

Duties of Subscription Agent. The Subscription Agent undertakes acts hereunder as agent and in a ministerial capacity for the Company, and its duties and obligations imposed shall be determined solely by this Agreement upon the following terms and conditionsprovisions hereof. The Subscription Agent shall not, by all of which issuing and delivering Rights Certificates or by any other act hereunder be deemed to make any representations as to the Company and the Holders validity, value or authorization of the Rights Certificates or the Rights represented thereby or of any securities or other property delivered upon exercise of any Right or whether any stock issued upon exercise of any Right is fully paid and non-assessable. The Subscription Agent shall not at any time be under any duty or responsibility to any Holder of Rights Certificates to make or cause to be made any adjustment of the Exercise Price provided in this Rights Agreement, or to determine whether any fact exists which may require any such adjustment, or with respect to the nature or extent of any such adjustment, when made, or with respect to the method employed in making the same. It shall not (i) be liable for any recital or statement of facts contained herein or for any action taken, suffered or omitted by their acceptance thereof shall it in reliance on any Rights Certificate or other document or instrument believed by it in good faith to be bound. genuine and to have been signed or presented by the proper party or parties, (aii) be responsible for any failure on the part of the Company to comply with any of its covenants and obligations contained in this Rights Agreement or in any Rights Certificate, or (iii) be liable for any act or omission in connection with this Rights Agreement except for its own gross negligence or willful misconduct. The Subscription Agent may at any time consult with legal counsel satisfactory to it (who may be, but is not required to be, legal be counsel for the Company), ) and the opinion of such counsel shall be full and complete authorization and protection to the Subscription Agent as to incur no liability or responsibility for any action taken taken, suffered or omitted by it in good faith and in accordance with the opinion or advice of such opinion. (b) Whenevercounsel. Any notice, in the performance of its duties under this Agreementstatement, the Subscription Agent shall deem it necessary instruction, request, direction, order or desirable that any fact or matter be proved or established demand by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof shall be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificated signed by either the Chairman and Chief Executive Officer, or sufficiently evidenced if given orally by the Secretary President, the Chief Financial Officer or any Assistant the Secretary of the Company Company, provided that such instructions shall be reaffirmed in a written instrument executed by the officer giving such written instructions and delivered to the Subscription Agent; and such certificate shall be full authorization Agent pursuant to the Subscription Agent for any action taken or suffered in good faith by it under the provisions of this Agreement in reliance upon such certificate. (c) The Subscription Agent shall be liable hereunder only for its own negligence or willful misconduct. (d) Section 12.5 hereof. The Subscription Agent shall not be liable for any action taken, suffered or omitted by reason of any of the statements of fact it in accordance with such notice, statement, instruction, request, direction, order or recitals contained in this Agreement or in the Rights Exercise Agreements or be required to verify the same, but all such statements and recitals are and shall be deemed to have been made demand believed by the Company only. (e) The Subscription Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Subscription Agent) or in respect of the validity or execution of any Rights Exercise Agreement, nor shall it be responsible for any breach by the Company of any covenant or condition contained in this Agreement or in any Rights Exercise Agreement; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued in connection with the exercised Rights or pursuant to any Rights Exercise Agreement or as to whether any shares of Common Stock will, when issued, be validly authorized and issued, fully paid and nonassessable. (f) genuine. The Company agrees that to pay the Subscription Agent reasonable compensation for its services hereunder and to reimburse it will performfor its reasonable expenses hereunder and further agrees to indemnify the Subscription Agent and save it harmless against any and all losses, executeexpenses and liabilities, acknowledge including judgments, costs and deliver reasonable counsel fees, for anything done or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required omitted by the Subscription Agent for in the carrying out execution of its duties and powers hereunder except losses, expenses and liabilities arising as a result of the Subscription Agent's negligence or performing by willful misconduct. The Subscription Agent may resign its duties and be discharged from all further duties and liabilities hereunder (except liabilities arising as a result of the Subscription Agent's own negligence or willful misconduct), after giving thirty (30) days prior written notice to the Company. At least fifteen (15) days prior to the date such resignation is to become effective, the Subscription Agent shall cause a copy of such notice of resignation to be mailed to the Holder of each Rights Certificate at the Company's expense. Upon such resignation, or any inability of the provisions Subscription Agent to act as such hereunder, the Company shall appoint a new subscription agent in writing. The Company shall have complete discretion in the naming of a new subscription agent, who may be any person used by the Company as transfer agent for the Stock. If the Company shall fail to make such appointment within a period of fifteen (15) days after it has been notified in writing of such resignation by the resigning Subscription Agent, then the Holder of any Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new subscription agent. The Company may, upon notice to the Holders, remove and replace the Subscription Agent if the Subscription Agent is the transfer agent for the Company's Stock and the Subscription Agent ceases to be the transfer agent for the Company Stock for any reason. After acceptance in writing of an appointment by a new subscription agent is received by the Company, such new subscription agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as the Subscription Agent, without any further assurance, conveyance, act or deed. Any former subscription agent hereby agrees to cooperate with and deliver all records and Rights Certificates to the new subscription agent at the direction of the new agent and the Company. Not later than the effective date of an appointment of a new subscription agent by the Company, the Company shall file notice with the resigning or terminated subscription agent and shall forthwith cause a copy of such notice to be mailed to each Holder. Any corporation into which the Subscription Agent or any new subscription agent may be converted or merged or any corporation resulting from any consolidation to which the Subscription Agent or any new subscription agent shall be a party or any corporation succeeding to the trust business of the Subscription Agent shall be a successor subscription agent under this Agreement. (g) Rights Agreement without any further act. Any such successor subscription agent shall promptly cause notice of its succession as subscription agent to be mailed to the Company and to each Holder. Nothing herein shall preclude the Subscription Agent from acting in any other capacity for the Company.

Duties of Subscription Agent. The Subscription Agent undertakes the duties and obligations imposed by this Agreement upon the following terms and conditions, by all of which the Company and the Holders of the Rights by their acceptance thereof shall be bound. (a) The Subscription Agent may consult with legal counsel (who may beshall, but is not required from a list of Shareholders as of the Record Date to be, legal counsel for the Company), and the opinion of such counsel shall be full and complete authorization and protection to prepared by the Subscription Agent in its capacity as transfer agent of the Company prepare and record subscription rights ("Subscription Rights") in the names of the Shareholders, setting forth the number of Rights to any action taken or omitted by it subscribe to the Shares calculated on the basis of one Right for each Share recorded on the Company books in good faith and in accordance with such opinionthe name of each shareholder as of the Record Date. (b) WheneverEach Subscription Right shall be non-transferable and shall, if exercised by the holder thereof in the manner set forth in the Prospectus, become irrevocable upon the expiration of the Rights Offering. The Subscription Agent shall, in its capacity as transfer agent for the Company, maintain a register of Subscription Rights and the holders of record thereof (each of whom shall be deemed a "Shareholder" hereunder for purposes of determining the rights of holders of Subscription Rights). Each Subscription Right shall, subject to the provisions thereof, entitle the Shareholder in whose name it is recorded to the following: (1) The right (the "Basic Subscription Right") to purchase a number of Shares equal to one Share for every eight (8) Subscription Rights; provided, however, that no Rights Certificates which evidence fractional rights and no fractional Shares shall be issued; and (2) The right (the "Oversubscription Right") to purchase from the Company additional Shares, subject to the availability of such shares and to allotment of such shares as may be available among Shareholders who exercise Oversubscription Rights on the basis specified in the Prospectus; provided, however, that a Shareholder who has not exercised his Basic Subscription Rights with respect to the full number of shares that such Shareholder is entitled to purchase by virtue of his Basic Subscription Rights as of the Expiration Date, if any, shall not be entitled to any Oversubscription Rights. (c) A Shareholder may exercise his Basic Subscription Rights and Oversubscription Rights by delivery to the Subscription Agent at its corporate office specified in the Prospectus of (i) the Subscription Right with respect thereto, duly executed by such Shareholder in accordance with and as provided by the terms and conditions of the Subscription Right, together with (ii) the assumed purchase price for each share of Common Stock subscribed for by exercise of such Rights, in United States dollars by money order or check drawn on a bank located in the continental United States and in each case payable to the order of ChaseMellon Shareholder Services, L.L.C. (d) Rights may be exercised at any time after the date of issuance of the Subscription Rights with respect thereto but no later than 5:00 p.m. Eastern Daylight Time on such date as the Company shall designate to the Subscription Agent in writing (the "Expiration Date"). For the purpose of determining the time of the exercise of any Rights, delivery of any material to the Subscription Agent shall be deemed to occur when such materials are received at the corporate office of the Subscription Agent specified in the Prospectus. (e) Notwithstanding the provisions of Section 2(c) and 2(d) regarding delivery of an executed Subscription Right to the Agent prior to 5:00 p.m. Eastern Daylight Time on the Expiration Date, if prior to such time the Agent receives notice of guaranteed delivery by mail or otherwise from a bank, trust company or a New York Stock Exchange member guaranteeing delivery of (i) full payment for shares purchased and subscribed for by virtue of a Shareholder's Rights, and (ii) a properly completed and executed Exercise Form, then such exercise of Basic Subscription Rights and Oversubscription Rights shall be regarded as timely, subject, however, to receipt of the duly executed Exercise Form by the Agent within five business days after the Expiration Date. (f) Within five business days following the Pricing Date as defined in the Prospectus (the "Confirmation Date"), the Agent shall send a confirmation to each Shareholder (or, for Shares on the Record Date held by Cede & Co. or any other depository or nominee, to Cede & Co. or such other depository or nominee), showing (i) the number of Shares acquired pursuant to the Basic Subscription Rights, (ii) the number of Shares, if any, acquired pursuant to the Oversubscription Rights, (iii) the per Share total purchase price for the Shares, (iv) any amount payable to the Shareholder pursuant to Section 2(i), and (v) any additional amount payable by such Shareholder to the Company or any excess to be refunded by the Company to such Shareholder, in each case based on the Subscription Price as determined on the Pricing Date. Any additional payment acquired from a Shareholder must be received by the Subscription Agent within ten business days after the Confirmation Date. Any excess payment to be refunded by the Company to a Shareholder shall be mailed by the Subscription Agent to the Shareholder within fifteen business days after the Confirmation Date, as provided in Section 2(i) below. (g) If, after allocation of Shares to persons exercising Basic Subscription Rights, there remain unexercised Rights, then the Subscription Agent shall allot the shares issuable upon exercise of such unexercised Rights (the "Remaining Shares") to persons exercising Oversubscription Rights, in the performance amounts of its duties under this Agreementsuch oversubscriptions. If the number of shares for which Oversubscription Rights have been exercised is greater than the Remaining Shares, the Subscription Agent shall deem it necessary or desirable that any fact or matter be proved or established by allot the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificated signed by either the Chairman and Chief Executive Officer, or by the Secretary or any Assistant Secretary of the Company and delivered Remaining Shares to the Subscription Agent; and such certificate persons exercising Oversubscription Rights pro rata based solely on the number of Shares held on the Record Date. (h) All proceeds from the exercise of Rights shall be full authorization to held by the Subscription Agent for any action taken or suffered in good faith by it under a segregated, interest-bearing account in the provisions name of this Agreement in reliance the Company. The Subscription Agent shall advise the Company immediately upon such certificatethe completion of the allocation set forth above as to the total number of Shares subscribed and distributable. (c1) The Subscription Agent shall be liable hereunder only mail to the Shareholders within fifteen business days after the Confirmation Date and after full payment for its own negligence or willful misconductsubscribed Shares has cleared: (i) certificates representing those shares purchased pursuant to exercise of Basic Subscription Rights and those shares purchased pursuant to the exercise of Oversubscription Rights; and (ii) in the case of each Shareholder who subscribed and paid for the Shares at an assumed purchase price greater than the actual per share purchase price, a refund in the amount of the difference between the assumed purchase price and the actual purchase price. (d2) The Subscription Agent shall not be liable for or by reason of any deliver the proceeds of the statements exercise of fact or recitals contained in this Agreement or in Rights to the Rights Exercise Agreements or be required to verify the sameCompany as promptly as practicable, but all such statements and recitals are and shall be deemed to have been made by in no event later than fifteen business days after the Company onlyConfirmation Date. (ej) The Subscription Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Subscription Agent) or in respect of the validity or execution of any Rights Exercise Agreement, nor shall it be responsible for any breach by account promptly to the Company of any covenant or condition contained in this Agreement or in any with respect to Rights Exercise Agreement; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be issued in connection with the exercised Rights or pursuant to any Rights Exercise Agreement or as to whether any shares of Common Stock will, when issued, be validly authorized and issued, fully paid concurrently account for all monies received and nonassessable. (f) The Company agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all such further and other acts, instruments and assurances as may reasonably be required returned by the Subscription Agent for with respect to the carrying out or performing by purchase of Shares upon the exercise of Rights. (k) In the event the Subscription Agent does not receive, within ten business days after the Confirmation Date, any amount due from a Shareholder as specified in Section 2(f), then it shall take such action with respect to such Shareholder's Subscription Rights as may be instructed in writing by the Company, including, without limitation, (i) applying any payment actually received by it toward the purchase of the provisions greatest whole number of this AgreementShares which could be acquired with such payment, (ii) allocating the shares subject to such Subscription Rights to one or more other Shareholders, and (iii) selling all or a portion of the Shares deliverable upon exercise of such Subscription Rights on the open market, and applying the proceeds thereof to the amount owed. (gl) Nothing herein No Subscription Right shall preclude entitle a Shareholder to vote or receive dividends or be deemed the Subscription Agent from acting holder of Shares for any purpose, nor shall anything contained in any Subscription Right be construed to confer upon any Shareholder any of the rights of a shareholder of the Company or any right to vote, given or withhold consent to any action by the Company (whether upon any recapitalization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings or other capacity for action affecting shareholders or receive dividends or otherwise, until the CompanyRights evidenced thereby shall have been exercised and the Shares purchasable upon the exercise thereof shall have become deliverable as provided in this Agreement and in the Prospectus.