Common use of Duties of the Corporation Clause in Contracts

Duties of the Corporation. The Corporation covenants and agrees that it will: (a) take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shall, at the time of delivery of the certificates for such shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable. (b) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1 hereof including, without limitation but subject to Section 5.17, all such action to comply with any applicable requirements of the BCBCA, the Securities Act (British Columbia) and any applicable comparable securities legislation of each of the provinces of Canada and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (c) use reasonable efforts to cause, from and after such time as the Rights become exercisable, all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal stock exchange on which the Common Shares were traded prior to the Separation Time; (d) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (e) pay when due and payable any and all Canadian federal and provincial transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (f) after the Separation Time, except as permitted by Sections 5.1 or 5.4 hereof, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it will: (ai) take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shall, at the time of delivery of the certificates for such shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.; (bii) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1 hereof including, without limitation but subject to Section 5.17limitation, all such action to comply with any applicable requirements of the BCBCABCA, the Securities Act (British Columbia) and any applicable comparable securities legislation of each of the provinces of Canada Canada, the 1933 Securities Act and the 1934 Exchange Act and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (ciii) use reasonable efforts to cause, from and after such time as the Rights become exercisable, all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal stock exchange on which the Common Shares were traded prior to the Separation TimeStock Acquisition Date; (div) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (ev) pay when due and payable any and all Canadian federal and provincial transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (fvi) after the Separation Time, except as permitted by Sections 5.1 or 5.4 hereof5.4, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it will: (a) take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shall, at the time of delivery of the certificates for such shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.; (b) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1 hereof including, without limitation but subject to Section 5.17limitation, all such action to comply with any applicable requirements of the BCBCACBCA, the Securities Act (British ColumbiaOntario) and any applicable comparable securities legislation of each of the provinces of Canada and any other applicable law, rule or regulation, in connection with the issuance and delivery of the any Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (c) use reasonable efforts to cause, from and after such time as the Rights become exercisable, all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal stock exchange on which the Common Shares were traded prior to the Separation TimeStock Acquisition Date; (d) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (e) pay when due and payable any and all Canadian federal and provincial transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the any Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (f) after the Separation Time, except as permitted by Sections Section 5.1 or 5.4 Section 5.7 hereof, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it will: (a) take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shall, at the time of delivery of the certificates for such shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable. (b) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1 hereof including, without limitation but subject to Section 5.17limitation, all such action to comply with any applicable requirements of the BCBCA, the Securities Act (British Columbia) and any applicable comparable securities legislation of each of the provinces of Canada and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (c) use reasonable efforts to cause, from and after such time as the Rights become exercisable, all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal stock exchange on which the Common Shares were traded prior to the Separation TimeStock Acquisition Date; (d) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (e) pay when due and payable any and all Canadian federal and provincial transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (f) after the Separation Time, except as permitted by Sections 5.1 or 5.4 hereof, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it will: (ai) take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shall, at the time of delivery of the certificates for such shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.; (bii) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1 hereof including, without limitation but subject to Section 5.17limitation, all such action to comply with any applicable requirements of the BCBCACanada Business Corporations Act, the Securities Act (British Columbia) Ontario), the 1933 Securities Act, the 1934 Exchange Act and any applicable comparable securities legislation of each of the provinces of Canada and any other applicable law, rule or regulationjurisdiction, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (ciii) use reasonable efforts to cause, from and after such time as the Rights become exercisable, cause all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal stock exchange exchanges on which the Common Shares were traded prior to the Separation TimeStock Acquisition Date; (div) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (ev) pay when due and payable any and all Canadian federal and, if applicable, United States, federal, provincial and provincial state transfer taxes and charges (but for greater certainty, not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (fvi) after the Separation Time, except as permitted by Sections 5.1 or 5.4 hereof, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it will: (a) take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shall, at the time of delivery of the certificates for such shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.; (b) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1 hereof including, without limitation but subject to Section 5.17limitation, all such action to comply with any applicable requirements of the BCBCACBCA, the Securities Act (British ColumbiaOntario) and any applicable comparable securities legislation of each of the provinces of Canada and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (c) use reasonable efforts to cause, from and after such time as the Rights become exercisable, all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal stock exchange on which the Common Shares were traded prior to the Separation TimeStock Acquisition Date; (d) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (e) pay when due and payable any and all Canadian federal and provincial transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (f) after the Separation Time, except as permitted by Sections 5.1 or 5.4 hereof, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it will: (a) take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shall, at the time of delivery of the certificates for such shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.; (b) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1 hereof including, without limitation but subject to Section 5.17limitation, all such action to comply with any applicable requirements of the BCBCA, the Securities Act (British Columbia) and any applicable comparable securities legislation of each of the provinces of Canada and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (c) use reasonable efforts to cause, from and after such time as the Rights become exercisable, all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal stock exchange on which the Common Shares were traded immediately prior to the Separation TimeStock Acquisition Date; (d) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (e) pay when due and payable any and all Canadian federal and provincial transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (f) after the Separation Time, except as permitted by Sections 5.1 or 5.4 hereof, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it will: (a) take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shall, at the time of delivery of the certificates for such shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.; (b) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1 hereof including, without limitation but subject to Section 5.17limitation, all such action to comply with any applicable requirements of the BCBCACBCA, the Securities Act (British ColumbiaOntario) and any applicable comparable securities legislation of each of the provinces of Canada and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (c) use reasonable efforts to cause, from and after such time as the Rights become exercisable, all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal stock exchange on which the Common Shares were traded prior to the Separation TimeStock Acquisition Date; (d) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (e) pay when due and payable any and all Canadian and, if applicable, United States, federal and provincial transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (f) after the Separation Time, except as permitted by Sections 5.1 or 5.4 hereof, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it will: (ai) take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shall, at the time of delivery of the certificates for such shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.; (bii) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1 hereof including, without limitation but subject to Section 5.17limitation, all such action to comply with any applicable requirements of the BCBCACompanies Act, the Securities Act (British Columbia) Ontario), the 1933 Securities Act, the 1934 Exchange Act and any applicable comparable securities legislation of each of the provinces of Canada and any other applicable law, rule or regulationjurisdiction, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (ciii) use reasonable efforts to cause, from and after such time as the Rights become exercisable, cause all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal stock exchange exchanges on which the Common Shares were traded prior to the Separation TimeStock Acquisition Date; (div) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (ev) pay when due and payable any and all Canadian federal and, if applicable, United States, federal, provincial and provincial state transfer taxes and charges (but for greater certainty, not including any income or capital taxes of the holder or exercising holder or of any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (fvi) after the Separation Time, except as permitted by Sections 5.1 or 5.4 hereof, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it will: (ai) take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shallwill, at the time of delivery of the certificates for such shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.; (bii) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section §3.1 hereof including, without limitation but subject to Section 5.17limitation, all such action to comply with any applicable requirements of the BCBCA, the Securities Act (British Columbia) and any applicable comparable securities legislation of each of the provinces and territories of Canada and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (ciii) use reasonable efforts to cause, from and after such time as the Rights become exercisable, all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal stock exchange on which the Common Shares were traded prior to immediately before the Separation TimeStock Acquisition Date; (div) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (ev) pay when due and payable any and all Canadian federal and provincial transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, or certificates for Common Shares to be issued upon exercise of any Rights, provided that the Corporation shall will not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (fvi) after the Separation Time, except as permitted by Sections §5.1 or §5.4 hereof, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it will: (a) take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shall, at the time of delivery of the certificates for such shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.; (b) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1 hereof including, without limitation but subject to Section 5.17limitation, all such action to comply with any applicable requirements of the BCBCACBCA, the Securities Act SECURITIES ACT (British ColumbiaOntario) and any applicable comparable securities legislation of each of the provinces of Canada and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (c) use reasonable efforts to cause, from and after such time as the Rights become exercisable, all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal stock exchange on which the Common Shares were traded prior to the Separation TimeStock Acquisition Date; (d) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (e) pay when due and payable any and all Canadian federal and provincial transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (f) after the Separation Time, except as permitted by Sections 5.1 or 5.4 hereof, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it will: (a) take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shall, at the time of delivery of the certificates for such shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.; (b) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1 hereof including, without limitation but subject to Section 5.17limitation, all such action to comply with any applicable requirements of the BCBCANSCA, the Securities Act (British Columbia) and any applicable comparable securities legislation of each of the provinces of Canada Canada, the 1933 Securities Act, the 1934 Exchange Act, and the rules and regulations thereunder and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (c) use reasonable efforts to cause, from and after such time as the Rights become exercisable, all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal stock exchange on which the Common Shares were traded prior to the Separation TimeStock Acquisition Date; (d) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (e) pay when due and payable any and all Canadian federal and provincial transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (f) after the Separation Time, except as permitted by Sections 5.1 or 5.4 hereof, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it will: (a) take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shall, at the time of delivery of the certificates for such shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.; (b) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1 hereof including, without limitation but subject to Section 5.17, all such action to comply with any applicable requirements of the BCBCACBCA, the Securities Act (British Columbia) and any applicable comparable securities legislation of each of the provinces of Canada and the rules and regulations thereunder, the 1933 Act and the 1934 Act, or any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (c) use reasonable efforts to cause, from and after such time as the Rights become exercisable, all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal each stock exchange on which the Common Shares were traded prior to the Separation Time; (d) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (e) pay when due and payable any and all Canadian federal and provincial transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (f) after the Separation Time, except as permitted by Sections Section 5.1 or 5.4 hereof, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it will: (a) take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shallwill, at the time of delivery of the certificates for such shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.; (b) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1 section hereof including, without limitation but subject to Section 5.17limitation, all such action to comply with any applicable requirements of the BCBCA, the Securities Act (British Columbia) and any applicable comparable securities legislation of each of the provinces and territories of Canada and the rules and regulations thereunder and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (c) use reasonable efforts to cause, from and after such time as the Rights become exercisable, all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal stock exchange on which the Common Shares were traded prior to the Separation TimeStock Acquisition Date; (d) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (e) pay when due and payable any and all Canadian federal and provincial transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights CertificatesCertificates or certificates for Common Shares issued upon the exercise of Rights, provided that the Corporation shall will not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and; (fe) after the Separation Time, except as permitted by Sections 5.1 sections or 5.4 hereof, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights; and (f) duly and punctually perform all things required to be done by it in this Agreement, and notify the Rights Agent of any material default of this Agreement, and the Rights Agent shall be entitled to assume that there has been no default of this Agreement unless it has been so notified by the Corporation.

Duties of the Corporation. The Corporation covenants and agrees that it will: (a) take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shall, at the time of delivery of the certificates for such shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.; (b) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1 hereof including, without limitation but subject to Section 5.17, all such action to comply with any applicable requirements of the BCBCA, the Securities Act (British Columbia) and any applicable comparable securities legislation of each of the provinces of Canada and the rules and regulations thereunder, the 1933 Act and the 1934 Act, or any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (c) use reasonable efforts to cause, from and after such time as the Rights become exercisable, all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal each stock exchange on which the Common Shares were traded prior to the Separation Time; (d) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (e) pay when due and payable any and all Canadian federal and provincial transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (f) after the Separation Time, except as permitted by Sections Section 5.1 or 5.4 hereof, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it will: (ai) take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shall, at the time of delivery of the certificates for such shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.; (bii) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1 hereof including, without limitation but subject to Section 5.17limitation, all such action to comply with any applicable requirements of the BCBCACANADA BUSINESS CORPORATIONS ACT, the SECURITIES ACT (Ontario), the 1933 Securities Act, the 1934 Exchange Act (British Columbia) and any applicable comparable securities legislation of each of the provinces of Canada and any other applicable law, rule or regulationjurisdiction, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (ciii) use reasonable efforts to cause, from and after such time as the Rights become exercisable, cause all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal stock exchange exchanges on which the Common Shares were traded prior to the Separation TimeStock Acquisition Date; (div) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (ev) pay when due and payable any and all Canadian federal and, if applicable, United States, federal, provincial and provincial state transfer taxes and charges (but for greater certainty, not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (fvi) after the Separation Time, except as permitted by Sections 5.1 or 5.4 hereof, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it will: (a) take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shall, at the time of delivery of the certificates for such shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.; (b) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1 hereof including, without limitation but subject to Section 5.17, all such action to comply with any applicable requirements of the BCBCA, the Securities Act (British Columbia) and any applicable comparable securities legislation of each of the provinces of Canada and the rules and regulations thereunder, the 1933 Act and the 1934 Act, or any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (c) use reasonable efforts to cause, from and after such time as the Rights become exercisable, all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal each stock exchange on which the Common Shares were traded prior to the Separation Time; (d) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (e) pay when due and payable any and all Canadian federal and provincial transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, ,provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (f) after the Separation Time, except as permitted by Sections Section 5.1 or 5.4 hereof, not take (or take(or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it will: (ai) take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shall, at the time of delivery of the certificates for such shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.; (bii) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1 hereof including, without limitation but subject to Section 5.17limitation, all such action to comply with any applicable requirements of the BCBCABusiness Corporations Act (Ontario), the Securities Act (British Columbia) Ontario), the 1933 Securities Act, the 1934 Exchange Act and any applicable comparable securities legislation of each of the provinces of Canada and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities shares upon exercise of Rights; (ciii) use reasonable efforts to cause, from and after such time as the Rights become exercisable, cause all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal stock exchange on which the Common Shares were traded prior to the Separation TimeStock Acquisition Date; (d) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (ev) pay when due and payable any and all Canadian federal and, if applicable, United States, federal, provincial and provincial state transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (fvi) after the Separation Time, except as permitted by Sections 5.1 or 5.4 hereof, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it will: (a) take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shall, at the time of delivery of the certificates for such shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.; (b) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1 hereof including, without limitation but subject to Section 5.17, all such action to comply with any applicable requirements of the BCBCAOBCA, the Securities Act (British Columbia) and any applicable comparable securities legislation of each of the provinces of Canada and the rules and regulations thereunder or any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (c) use reasonable efforts to cause, from and after such time as the Rights become exercisable, all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal each stock exchange on which the Common Shares were traded prior to the Separation Time; (d) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (e) pay when due and payable any and all Canadian federal and provincial transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (f) after the Separation Time, except as permitted by Sections Section 5.1 or 5.4 hereof, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it will: (a) take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shall, at the time of delivery of the certificates for such shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.; (b) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1 hereof including, without limitation but subject to Section 5.17limitation, all such action to comply with any applicable requirements of the BCBCANSCA, the Securities Act (British ColumbiaOntario) and any applicable comparable securities legislation of each of the provinces of Canada Canada, the 1933 Securities Act, the 1934 Exchange Act, and the rules and regulations thereunder and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (c) use reasonable efforts to cause, from and after such time as the Rights become exercisable, all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal stock exchange on which the Common Shares were traded prior to the Separation Time;Stock Acquisition Date; SHAREHOLDER RIGHTS PLAN (d) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (e) pay when due and payable any and all Canadian federal and provincial transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (f) after the Separation Time, except as permitted by Sections 5.1 or 5.4 hereof, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it will: (a) take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shallwill, at the time of delivery of the certificates for such shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.; (b) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section section 3.1 hereof including, without limitation but subject to Section 5.17limitation, all such action to comply with any applicable requirements of the BCBCA, the Securities Act (British Columbia) and any applicable comparable securities legislation of each of the provinces and territories of Canada and the rules and regulations thereunder and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (c) use reasonable efforts to cause, from and after such time as the Rights become exercisable, all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal stock exchange on which the Common Shares were traded prior to the Separation TimeStock Acquisition Date; (d) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (e) pay when due and payable any and all Canadian federal and provincial transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights CertificatesCertificates or certificates for Common Shares issued upon the exercise of Rights, provided that the Corporation shall will not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and; (fe) after the Separation Time, except as permitted by Sections sections 5.1 or 5.4 hereof, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights; and (f) duly and punctually perform all things required to be done by it in this Agreement, and notify the Rights Agent of any material default of this Agreement, and the Rights Agent shall be entitled to assume that there has been no default of this Agreement unless it has been so notified by the Corporation.

Duties of the Corporation. The Corporation covenants and agrees that it will: (ai) take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shall, at the time of delivery of the certificates for such shares Shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and as fully paid and non-assessable.; (bii) take all such action as may reasonably be considered to be necessary and within its power to ensure compliance with the provisions of Section 3.1 hereof including, without limitation but subject to Section 5.17, all such action to comply with any applicable requirements of the BCBCACanada Business Corporations Act, the Securities Act, the U.S. Exchange Act, the United States Securities Act (British Columbia) of 1933, as amended, and any applicable comparable securities legislation of each of the provinces and territories of Canada and states of the United States of America, or the rules and regulations thereunder or any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights, the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of the Rights; (ciii) use reasonable efforts to cause, from and after such time as the Rights become exercisable, cause all Common Shares issued upon exercise of the Rights to be listed upon issuance on the principal stock exchange exchanges on which the Common Shares were traded prior to the Separation Timeare listed at that time; (div) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (ev) pay when due and payable payable, if applicable, any and all Canadian federal federal, provincial, state and provincial transfer municipal taxes (not in the nature of income, capital gains or withholding taxes) and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights CertificatesCertificates or certificates for Shares issued upon the exercise of Rights, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities Shares issued upon the exercise of Rights, in a name other than that of the registered holder of the Rights being transferred or exercised; and (fvi) after the Separation Time, except as permitted by Sections Section 5.1 or 5.4 hereofSection 5.4, not take (or permit any Subsidiary corporation it controls to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it will: (a) take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shall, at the time of delivery of the certificates for such shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.; (b) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1 hereof including, without limitation but subject to Section 5.17limitation, all such action to comply with any applicable requirements of the BCBCAOBCA, the Securities Act (British ColumbiaOntario) and any applicable comparable securities legislation of each of the provinces of Canada and the rules and regulations thereunder, the 1933 Securities Act, the 1934 Exchange Act, and the securities laws of each state of the United States, as applicable, or any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (c) use reasonable efforts to cause, from and after such time as the Rights become exercisable, all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal stock exchange exchange(s) on which the Common Shares were traded immediately prior to the Separation TimeStock Acquisition Date; (d) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (e) pay when due and payable any and all Canadian federal and United States federal, state and provincial transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (f) after the Separation Time, except as permitted by Sections 5.1 or 5.4 hereofthis Agreement, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it will: (a) take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shall, at the time of delivery of the certificates for such shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.; (b) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1 hereof including, without limitation but subject to Section 5.17limitation, all such action to comply with any applicable requirements of the BCBCACBCA, the Securities Act (British Columbia) and any applicable comparable securities legislation of each of the provinces of Canada and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (c) use reasonable efforts to cause, from and after such time as the Rights become exercisable, all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal stock exchange on which the Common Shares were traded prior to the Separation TimeStock Acquisition Date; (d) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (e) pay when due and payable any and all Canadian federal and provincial transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (f) after the Separation Time, except as permitted by Sections 5.1 or 5.4 hereof, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it will: (a) take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shall, at the time of delivery of the certificates for such shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.; (b) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1 hereof including, without limitation but subject to Section 5.17limitation, all such action to comply with any applicable requirements of the BCBCACBCA, the Securities Act (British ColumbiaSaskatchewan) and any applicable comparable securities legislation of each of the provinces of Canada and the rules and regulations thereunder, the 1933 Securities Act and the 1934 Exchange Act, or any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (c) use reasonable efforts to cause, from and after such time as the Rights become exercisable, all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal stock exchange on which the Common Shares were traded immediately prior to the Separation TimeStock Acquisition Date; (d) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (e) pay when due and payable any and all Canadian federal and provincial transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (f) after the Separation Time, except as permitted by Sections 5.1 or 5.4 hereofthis Agreement, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it will: (a) take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shall, at the time of delivery of the certificates for such shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.; (b) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1 hereof including, without limitation but subject to Section 5.17limitation, all such action to comply with any applicable requirements of the BCBCABusiness Corporations Act (Ontario), the Securities Act (British ColumbiaOntario) and any applicable comparable securities legislation of each of the provinces of Canada Canada, and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (c) use reasonable efforts to cause, from and after such time as the Rights become exercisable, all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal stock exchange on which the Common Shares were traded prior to the Separation TimeStock Acquisition Date; (d) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (e) pay when due and payable any and all Canadian federal and provincial transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (f) after the Separation Time, except as permitted by Sections 5.1 or 5.4 hereof, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it will: (a) take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shall, at the time of delivery of the certificates for such shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.; (b) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1 hereof including, without limitation but subject to Section 5.17limitation, all such action to comply with any applicable requirements of the BCBCAOBCA, the Securities Act (British ColumbiaOntario) and any applicable comparable securities legislation of each of the provinces of Canada and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (c) use reasonable efforts to cause, from and after such time as the Rights become exercisable, all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal stock exchange on which the Common Shares were traded prior to the Separation TimeStock Acquisition Date; (d) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (e) pay when due and payable any and all Canadian federal and provincial transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (f) after the Separation Time, except as permitted by Sections 5.1 or 5.4 hereof, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it willshall: (ai) take all such action as may be necessary and within its power to ensure that all Common PBI Shares, PBP Shares or other securities and PBT Shares delivered upon the due exercise of Rights shallwill, at the time of delivery of the certificates for such shares these securities (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.; (bii) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section Sections 2.2 and 3.1 hereof including, without limitation but subject to Section 5.17limitation, all such action to comply with any applicable requirements of the BCBCACBCA, the Securities Act (British Columbia) and any applicable comparable securities legislation of each of the provinces of Canada any other applicable jurisdiction and any other applicable law, rule or regulation, in connection with the issuance issue and delivery of the Rights Certificates and the issuance issue of any Common PBI Shares, PBP Shares or other securities PBT Shares upon exercise of Rights; (ciii) use reasonable efforts to cause, from and after such time as the Rights become exercisable, all Common PBI Shares, PBP Shares and PBT Shares issued upon exercise of Rights to be listed upon issuance issue on the principal a Canadian and/or American stock exchange on which the Common Shares were traded prior to the Separation Timeexchange; (div) cause to be reserved and kept available out of its PBI’s, PBP’s and PBT’s authorized and unissued Common Sharesshares, the number of Common PBI Shares, PBP Shares and PBT Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (ev) pay when due and payable any and all Canadian federal and provincial applicable transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation Corporation, PBI, PBP or PBT to withhold tax) which that may be payable in respect of the original issuance issue or delivery of the Rights Certificates, provided that the Corporation Corporation, PBI, PBP and PBT shall not be required to pay any transfer tax or charge which that may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance issue or delivery of certificates for shares PBI Shares, PBP Shares or other securities PBT Shares in a name other than that of the registered holder of the Rights being transferred or exercised; (vi) after the Separation Time, not subscribe (or permit any Subsidiary to subscribe) to any PBI Shares, PBP Shares or PBT Shares nor become the holder, directly or indirectly, of any other securities of PBI, PBP or PBT; (vii) after the Separation Time, not cause, permit nor authorize PBI, PBP or PBT to create new classes of shares, subdivide, consolidate, convert, exchange or otherwise change the PBI Shares, PBP Shares or PBT Shares (other than solely for tax planning purposes), issue any securities (other than the PBI Shares, PBP Shares and PBT Shares to be issued under this Agreement to holders of Rights) or otherwise dilute holders of Rights; and (fviii) after the Separation Time, except as permitted by Sections 5.1 or 5.4 hereof5.4, not take (or permit any Subsidiary to take) any action if if, at the time such that action is taken taken, it is reasonably foreseeable that such action it will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it will: (a) take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shall, at the time of delivery of the certificates for such shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.; (b) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1 hereof including, without limitation but subject to Section 5.17limitation, all such action to comply with any applicable requirements of the BCBCACBCA, the Securities Act (British Columbia) and any applicable comparable securities legislation of each of the provinces of Canada Canada, the 1933 Securities Act, the 1934 Exchange Act, and the rules and regulations thereunder and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (c) use reasonable efforts to cause, from and after such time as the Rights become exercisable, all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal stock exchange on which the Common Shares were traded prior to the Separation TimeStock Acquisition Date; (d) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights;; and (e) pay when due and payable any and all Canadian federal and provincial transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (f) after the Separation Time, except as permitted by Sections 5.1 or 5.4 hereof, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it will: (ai) take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shall, at the time of delivery of the certificates for such shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.; (bii) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1 hereof including, without limitation but subject to Section 5.17limitation, all such action to comply with any applicable requirements of the BCBCABusiness Corporations Act (Ontario), the Securities Act (British ColumbiaOntario) and any applicable comparable securities legislation of each of the provinces of Canada and any other applicable law, rule or regulationjurisdiction, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (ciii) use reasonable efforts to cause, from and after such time as the Rights become exercisable, cause all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal stock exchange exchanges on which the Common Shares were traded prior to the Separation TimeStock Acquisition Date; (div) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (ev) pay when due and payable any and all Canadian federal and, if applicable, United States, federal, provincial and provincial state transfer taxes and charges (but for greater certainty, not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (fvi) after the Separation Time, except as permitted by Sections 5.1 or 5.4 hereof, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it will:: SHAREHOLDER RIGHTS PLAN (a) take all such action as may reasonably be considered to be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shall, at the time of delivery of the certificates for such shares securities (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and as fully paid and non-assessable.; (b) take all such action as may reasonably be considered to be necessary and within its power to ensure compliance comply with the provisions of Section 3.1 hereof including, without limitation but subject to Section 5.17limitation, all such action to comply with any applicable requirements of the BCBCAarticles and by-laws of the Corporation, the Canada Business Corporations Act, the Securities Act (British Columbia) and any applicable comparable securities legislation of each of the provinces of Canada Canada, the 1933 Securities Act, the 1934 Exchange Act, and the rules and regulations thereunder and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (c) on or before the issuance thereof, use reasonable efforts to cause, from and after such time as the Rights become exercisable, cause all Common Shares issued upon exercise of Rights to be listed or admitted to trading upon issuance on the principal stock exchange or exchanges on which the Common Shares were traded prior are then listed or admitted to the Separation Timetrading at that time; (d) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights;; and (e) pay when due and payable any and all Canadian federal and provincial transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (f) after the Separation Time, except as permitted by Sections 5.1 or 5.4 hereof, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it willshall: (ai) take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shallwill, at the time of delivery of the certificates for such shares these securities (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and non-assessable.; (bii) take all such action as may be necessary and within its power to ensure compliance with the provisions of Section Sections 2.2 and 3.1 hereof including, without limitation but subject to Section 5.17limitation, all such action to comply with any applicable requirements of the BCBCACBCA, the Securities Act (British Columbia) and any applicable comparable securities legislation of each of the provinces of Canada any other applicable jurisdiction and any other applicable law, rule or regulation, in connection with the issuance issue and delivery of the Rights Certificates and the issuance issue of any Common Shares or other securities upon exercise of Rights; (ciii) use reasonable efforts to cause, from and after such time as the Rights become exercisable, all Common Shares issued upon exercise of Rights to be listed upon issuance issue on the principal stock exchange on which the Common Shares were traded prior to the Separation TimeStock Acquisition Date; (div) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (ev) pay when due and payable any and all Canadian federal and provincial transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which that may be payable in respect of the original issuance issue or delivery of the Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge which that may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance issue or delivery of certificates for shares Common Shares, Shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (fvi) after the Separation Time, except as permitted by Sections 5.1 or 5.4 hereof5.4, not take (or permit any Subsidiary to take) any action if if, at the time such that action is taken taken, it is reasonably foreseeable that such action it will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it willCorporation: (a) shall take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shallare, at the time of delivery of the certificates for such shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered delivered, and fully paid and non-assessable.; (b) shall take all such action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1 hereof including, without limitation but subject to Section 5.17, all such action to comply with any applicable requirements of the BCBCACBCA, the Securities Act (British Columbia) and any applicable comparable securities legislation of each of the provinces or territories of Canada and the rules and regulations thereunder, the 1933 Act and the 1934 Act, or any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (c) shall use reasonable efforts to cause, from and after such time as the Rights become exercisable, all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal each stock exchange on which the Common Shares were traded prior to the Separation Time; (d) shall cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (e) shall pay when due and payable any and all Canadian federal and provincial transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (f) shall, after the Separation Time, except as permitted by Sections Section 5.1 or 5.4 hereof5.4, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it will: (a) : take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shall, at the time of delivery registration in Book Entry Form of the certificates for such shares Shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, validly issued and delivered and fully paid and non-assessable. (b) ; take all such action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1 hereof including, without limitation but subject to Section 5.17, all such action to comply with any applicable requirements of the BCBCACBCA, the Securities Act (British Columbia) and any applicable comparable securities legislation of each of the provinces or territories of Canada and any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (c) ; use reasonable efforts to cause, from and after such time as the Rights become exercisable, all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal stock exchange on which the Common Shares were traded prior to the Separation Time; (d) cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (e) Share Acquisition Date; pay when due and payable any and all Canadian federal and provincial transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, or the registration in Book Entry Form of Shares to be issued upon exercise of any Rights, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares for, or registration in Book Entry Form of, Shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (f) and after the Separation Time, except as permitted by Sections Section 5.1 or Section 5.4 hereof, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.

Duties of the Corporation. The Corporation covenants and agrees that it willCorporation: (a) shall use its best efforts to maintain its existence as a body corporate; (b) shall take all such action as may be necessary and within its power to ensure that all Common Shares or other securities delivered upon the due exercise of Rights shallare, at the time of delivery of the certificates for such shares (for greater certainty, subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered delivered, and fully paid and non-assessable.; (bc) shall take all such action as may be necessary and within its power to ensure compliance with the provisions of Section 3.1 hereof including, without limitation but subject to Section 5.17, all such action to comply with any applicable requirements of the BCBCAOBCA, the Securities Act (British Columbia) and any applicable comparable securities legislation of each of the provinces or territories of Canada and the rules and regulations thereunder, the 1933 Act and the 1934 Act, or any other applicable law, rule or regulation, in connection with the issuance and delivery of the Rights Certificates and the issuance of any Common Shares or other securities upon exercise of Rights; (cd) shall use reasonable efforts to cause, from and after such time as the Rights become exercisable, all Common Shares issued upon exercise of Rights to be listed upon issuance on the principal each stock exchange on which the Common Shares were traded prior to the Separation Time; (de) shall cause to be reserved and kept available out of its authorized and unissued Common Shares, the number of Common Shares that, as provided in this Agreement, will from time to time be sufficient to permit the exercise in full of all outstanding Rights; (ef) shall pay when due and payable any and all Canadian federal and provincial transfer taxes and charges (not including any income or capital taxes of the holder or exercising holder or any liability of the Corporation to withhold tax) which may be payable in respect of the original issuance or delivery of the Rights Certificates, provided that the Corporation shall not be required to pay any transfer tax or charge which may be payable in respect of any transfer involved in the transfer or delivery of Rights Certificates or the issuance or delivery of certificates for shares or other securities in a name other than that of the registered holder of the Rights being transferred or exercised; and (fg) shall, after the Separation Time, except as permitted by Sections Section 5.1 or 5.4 hereof5.4, not take (or permit any Subsidiary to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights.