Common use of Registration, Registration of Transfer and Exchange Clause in Contracts

Registration, Registration of Transfer and Exchange. (a) After the Distribution Date, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. After the Distribution Date and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Distribution Date Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution DateSeparation Time. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(cthis Section 2.7(a) and (dSections 2.7(c) and 2.7(d), the Company will execute, execute and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificates until the registered holder shall have completed and signed the certificate contained in the form of assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) thereof, or the Affiliates or Associates of such Beneficial Owner (or former Beneficial Owner), as the Company shall reasonably request. As a condition to the issuance of any new Rights Certificate under this Section 2.62.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a1) After the Distribution DateSeparation Time, the Company REIT will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company REIT will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "registrar for the Rights (the “Rights Registrar" ”) for the purpose of maintaining the Rights Register for the Company REIT and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(c) and (dSubsection 2.06(3), the Company REIT will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. Alternatively, in the case of the exercise of Rights in Book Entry Form, the Rights Agent shall provide the holder or the designated transferee or transferees with one or more statements issued under the Rights Agent’s direct registration system evidencing the same aggregate number of Rights as did the direct registration system’s records for the Rights transferred or exchanged. (b2) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyREIT, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c3) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company REIT or the Rights Agent, Agent as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.62.06, the Company REIT may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d4) The Company REIT shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Distribution Date Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution DateSeparation Time. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(cSection 2.7(c) and (d)below, the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.62.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such the Rights have become void been redeemed under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.15.1 hereof.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. times. (b) After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(csubsection 2.6(d) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the registered holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. times. (b) After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(csubsection 2.6(d) and (d)below, the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After Following the Distribution DateSeparation Time, the Company will Corporation shall cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company will Corporation shall provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will shall have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections subsection 2.6(c) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be have the form of transfer thereon duly completed and endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and other expenses (including the reasonable fees and expenses of its Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations regulation as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "the registrar for the Rights (the “Rights Registrar" ”) for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. times. (b) After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(c) and subsection (d)) of this section 2.3, the Company Corporation will execute, and the Rights Agent will manually countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6section 2.3, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After Following the Distribution DateSeparation Time, the Company will Corporation shall cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company will Corporation shall provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will shall have the right to examine the Rights Register at all reasonable times after the Distribution Dateduring normal business hours. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections Section 2.6(c) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be have the form of transfer thereon duly completed and endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and other expenses (including the reasonable fees and expenses of its Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Distribution Date Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution DateSeparation Time. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(c2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and, if requested by the Company and provided with all necessary information, deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or and be accompanied by signature guarantee and such other documentation as the Rights Agent may reasonably request, including a written instrument of transfer in form satisfactory to the Company or and the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.62.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights that have become null and void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution Date, the Company Veresen will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Veresen will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Veresen and registering Rights and transfers of Rights after the Distribution Date as herein providedprovided and the Rights Agent hereby accepts such appointment. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. times. (b) After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(cSection 2.6(d) and (d)below, the Company Veresen will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyVeresen, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Veresen or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Veresen may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the reasonable fees and expenses of the Rights Agent) in connection therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Distribution Date Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution DateSeparation Time. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(cSection 2.7(c) and (d)below, the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.62.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such the Rights have become void been redeemed under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.15.1 hereof.

Registration, Registration of Transfer and Exchange. ‌ (a) After From and after the Distribution DateSeparation Time, the Company will Corporation shall cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company will Corporation shall provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "registrar (the “Rights Registrar" ”) for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will shall have the right to examine the Rights Register at all reasonable times after the Distribution Date. times. (b) After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections subsection 2.6(c) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, have the form of assignment xxxxxxx xxxx completed and endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and other expenses (including the reasonable fees and expenses of its Rights Agent) connected therewith. (de) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Rights Agent will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. times. (b) After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(csubsection 2.6(d) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed the "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein providedprovided and the Rights Agent hereby accepts such appointment. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(csubsection (c) and (d)of this section 2.3, the Company Corporation will execute, and the Rights Agent will manually countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6section 2.3, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed the "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein providedprovided and the Rights Agent hereby accepts such appointment. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(c) and (dSection 2.3(c), the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.62.3, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After From and after the Distribution Date and prior to the earlier of the Redemption Date and the Final Expiration Date, the Company will shall cause to be kept at the Corporate Trust Office of the Rights Agent a rights register (the a "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will shall provide for the registration of Rights Certificates and transfer of transfers of Rights. The Rights Agent is hereby appointed the registrar and transfer agent (the "Rights Registrar" ") for the purpose of maintaining the Rights Register for the Company and registering Rights Certificates and transfers of Rights after the Distribution Date as herein provided. In the event that provided and the Rights Agent shall cease agrees to maintain such Rights Register in accordance with such regulations so long as it continues to be the designated as Rights Registrar, Registrar hereunder. Upon surrender to the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. After the Distribution Date and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(c) and (d), the Company will shall execute, and the Rights Agent will countersign shall authenticate and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate a like number of Rights. At the option of the holder, Rights as did Certificates may be exchanged for other Rights Certificates upon surrender of the Rights Certificate Certificates to be exchanged to the Rights Agent. Whenever any Rights Certificates are so surrendered. (b) Except as otherwise provided in Section 3.1(b)surrendered for exchange, all the Company shall execute, and the Rights Agent shall authenticate and deliver, the Rights Certificates which the holder making the exchange is entitled to receive. All Rights Certificates issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, evidencing the same Rights, and such Rights shall be entitled to the same benefits under this Agreement Agreement, as the Rights Certificates surrendered upon such registration of transfer or exchange. (c) . Every Rights Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Rights Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or and the Rights AgentRegistrar duly executed, as the case may be, duly executed by the holder thereof or such holder's his attorney duly authorized in writing. As a condition to the issuance No service charge shall be made for any registration of any new transfer or exchange of Rights Certificate under this Section 2.6Certificates, but the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the connection with any registration of transfer or exchange of Rights Certificates, other than exchanges not involving any Rights after such Rights have become void under transfer. The provisions of this Section 3.1(b6 shall be subject to the provisions of Section 4(d), been exchanged under Section 3.1(c8(e) or been redeemed or terminated under and Section 5.115.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed the "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register Registrar at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(csubsection (c) and (d)of this section 2.3, the Company Corporation will execute, and the Rights Agent will manually countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6section 2.3, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Rights Agent will provide for the registration and transfer of Rights. The Rights Agent is hereby hxxxxx appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. times. (b) After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(csubsection 2.6(d) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holderhxxxxx's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution Date, the Company will The Corporation shall cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company will Corporation shall provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will shall have the right to examine the Rights Register at all reasonable times after the Distribution Dateduring normal business hours. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections subsection 2.6(c) and (d)below, the Company will Corporation shall execute, and the Rights Agent will countersign shall countersign, register and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be have the form of assignment thereon duly completed and endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the registered holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment by the holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and other expenses (including the reasonable fees and expenses of the Rights Agent) in connection therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Distribution Date Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution DateSeparation Time. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(cSection 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.62.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. The Rights Agent shall have no duty or obligation to take any action under any Section of this Agreement which requires the payment by a Rights holder of applicable taxes and governmental charges unless and until the Rights Agent is satisfied that all such taxes and/or charges have been paid. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Distribution Date Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution DateSeparation Time. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(cthis Section 2.7(a) and (dSections 2.7(c) and 2.7(d), the Company will execute, execute and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificates until the registered holder shall have completed and signed the certificate contained in the form of assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) thereof, or the Affiliates or Associates of such Beneficial Owner (or former Beneficial Owner), as the Company shall reasonably request. As a condition to the issuance of any new Rights Certificate under this Section 2.62.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights that have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been terminated or redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After From and after the Distribution DateSeparation Time, the Company will Corporation shall cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company will Corporation shall provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "registrar (the “Rights Registrar" ”) for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will shall have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections subsection 2.6(c) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be have the form of assignment thereon duly completed and endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and other expenses (including the reasonable fees and expenses of its Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After From and after the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "Rights RegisterRIGHTS REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights RegistrarRIGHTS REGISTRAR" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections Subsection 2.6(c) and (d), the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder thereof or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed executed, by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After Following the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after times. (b) Following the Distribution Date. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(c) and (dSubsection 2.6(d), the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (de) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After the Distribution Date, the Company will The Corporation shall cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company will Corporation shall provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will shall have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections subsection 2.6(c) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be have the form of assignment thereon duly completed and endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case ease may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and other expenses (including the reasonable fees and expenses of its Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Distribution Date Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution DateSeparation Time. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(cSection 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.62.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. The Rights Agent shall have no duty or obligation with respect to a Rights holder under this Section 2.6 unless and until the Rights Agent is satisfied that any taxes and/or charges have been paid by such Rights holder. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After From and after the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections Subsection 2.6(c) and (d), the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder thereof or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. Alternatively, in the case of the exercise of Rights in Book Entry Form, the Rights Agent shall provide the holder or the designated transferee or transferees with one or more statements issued under the Rights Agent’s direct registration system evidencing the same aggregate number of Rights as did the direct registration system’s records for the Rights transferred or exchanged. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed executed, by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation or the Rights Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "Rights RegisterRIGHTS REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed the "Rights RegistrarRIGHTS REGISTRAR" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(csubsection (c) and (d)of this section 2.3, the Company Corporation will execute, and the Rights Agent will manually countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6section 2.3, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. times. (b) After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(csubsection 2.6(d) and (d)below, the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Distribution Date Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution DateSeparation Time. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(cthis Section 2.7(a) and (dSections 2.7(c) and 2.7(d), the Company will execute, execute and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificates until the registered holder shall have completed and signed the certificate contained in the form of assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) thereof, or the Affiliates or Associates of such Beneficial Owner (or former Beneficial Owner), as the Company shall reasonably request. As a condition to the issuance of any new Rights Certificate under this Section 2.62.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights that have become null and void under Section 3.1(b), been exchanged under Section 3.1(c) or been terminated or redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution Date, the Company will The Corporation shall cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will Corporation shall provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will shall have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections subsection 2.6(c) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be have the form of assignment thereon duly completed and endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case ease may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and other expenses (including the reasonable fees and expenses of its Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Distribution Date Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution DateSeparation Time. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(cthis Section 2.7(a) and (dSections 2.7(c) and 2.7(d), the Company will execute, execute and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificates until the registered holder shall have completed and signed the certificate contained in the form of assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) thereof, or the Affiliates or Associates of such Beneficial Owner (or former Beneficial Owner), as the Company shall reasonably request. As a condition to the issuance of any new Rights Certificate under this Section 2.62.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been terminated or redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution Date, the Company The Corporation will cause to be kept a register (the "Rights RegisterRIGHTS REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights RegistrarRIGHTS REGISTRAR" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections subsection 2.6(c) and (d)below, the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.15.1 hereof.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Distribution Date Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution DateSeparation Time. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(cthis Section 2.7(a) and (dSections 2.7(c) and 2.7(d), the Company will execute, execute and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificates until the registered holder shall have completed and signed the certificate contained in the form of assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request. As a condition to the issuance of any new Rights Certificate under this Section 2.62.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Distribution Date Separation Time as herein provided, provided that the Rights Agent is hereby authorized to appoint ChaseMellon Shareholder Services, L.L.C. as Rights Registrar (in which capacity such Rights Registrar shall be entitled to the benefits of Article IV hereof as if it were Rights Agent). In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution DateSeparation Time. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(cSection 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.62.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Rights Agent will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. times. (b) After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(csubsection 2.6(d) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers and exchanges of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. times. (b) After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(cSubsection 2.6(d) and (d3.1(b), the Company Corporation will execute, and the Rights Agent will countersign countersign, deliver and deliverregister, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company Trust will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Rights Agent will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "the “Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company Trust and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. times. (b) After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(csubsection 2.6(d) and (d)below, the Company will Trust shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyTrust, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Trust or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Trust may require the payment of a sum sufficient to cover any fee, tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed the "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, Certificate and subject to the provisions of Sections Subsection 2.6(c) below and (d)the other provisions of this Agreement, the Company Corporation will execute, execute and the Rights Agent will manually countersign and deliver, in the name of the holder or the designated transferee or transferees, transferees as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation or the Rights Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and the Corporation may require payment of a sum sufficient to cover any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution Date, the Company will The Corporation shall cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company will Corporation shall provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will shall have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections Subsection 2.6(c) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be have the form of assignment thereon duly completed and endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case ease may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and other expenses (including the reasonable fees and expenses of its Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections subsection 2.6(c) and (d)the other provisions of this Agreement, the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder Holder or the designated transferee or transferees, transferees as required pursuant to the holder's Holder’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder Holder thereof or such holder's Holder’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto.thereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. Table of Contents (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After Following the Distribution DateSeparation Time, the Company will shall cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company will shall provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will shall have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections subsection 2.6(c) and (d)below, the Company will shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly have the form of transfer xxxxxxx xxxx completed and endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and other expenses (including the reasonable fees and expenses of its Rights Agent) connected therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After the Distribution Date, the Company The Corporation will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein providedprovided and the Rights Agent xxxxxx accepts such appointment. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. times. (b) After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(csubsection 2.6(d) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the registered holder thereof or such holder's xxxxxx’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the reasonable fees and expenses of the Rights Agent) connected therewith. (de) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to this Agreement.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "Rights RegisterRIGHTS REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections subsection 2.6(c) and (d)the other provisions of this Agreement, the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder Holder or the designated transferee or transferees, transferees as required pursuant to the holderHolder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder Holder thereof or such holderHolder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations procedures as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Distribution Date Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution DateSeparation Time. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(c2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and, if requested by the Company and provided with all necessary information, deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writingwriting accompanied by a Signature Guarantee and such other documentation as the Rights Agent reasonably requests. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.this

Registration, Registration of Transfer and Exchange. (a1) After As of the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "as registrar for the Rights (the “Rights Registrar" ”) for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, Certificate and subject to the provisions of Sections 2.6(cSection 2.6(3) below and (d)the other provisions of this Agreement, the Company Corporation will execute, execute and the Rights Agent will countersign countersign, register and deliver, in the name of the holder or the designated transferee or transferees, transferees as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. Alternatively, in the case of the exercise of Rights in Book Entry Form, the Rights Agent shall provide the holder or the designated transferee or transferees with one or more statements issued under the Rights Agent’s direct registration system evidencing the same aggregate number of Rights as did the direct registration system’s records for the Rights transferred or exchanged. (b2) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c3) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the registered holder thereof or such holder's xxxxxx’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation or the Rights Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and the Corporation may require payment of a sum sufficient to cover any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company will cause to be kept a register (of the "Rights Register") in whichwhich the Company, subject to such any reasonable regulations as that it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" the registrar for the purpose Rights for the purposes of maintaining the register of the Rights Register for the Company and registering Rights and transfers of Rights after the Distribution Date as herein providedprovided in this agreement. In the event that If the Rights Agent shall cease ceases to be the Rights Registrarregistrar of the Rights, the Rights Agent will have the right to examine the register of the Rights Register at all reasonable times after the Distribution Date. times. (b) After the Distribution Date Separation Time and prior to before the Expiration Expiry Time, upon on surrender for registration of transfer or exchange of any Rights Certificate, Certificate and subject to the provisions of Sections 2.6(c) and paragraph (d) of this section 2.3 and paragraph 4.1(b), the Company will execute, sign and the Rights Agent will countersign and deliver, in the name of the holder or the its designated transferee or transferees, as required pursuant to in accordance with the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate total number of Rights as did the Rights Certificate so Certificates that were surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon on any registration of transfer or exchange of Rights Certificates shall will be the valid obligations of the Company, and such . Those Rights shall will be entitled to the same benefits under this Agreement agreement as the Rights surrendered upon such on registration of transfer or exchange. (cd) Every A holder or his attorney duly authorized in writing will duly endorse every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by will attach to the Rights Certificate a written instrument of transfer in a form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of issuing any new Rights Certificate under this Section 2.6section, the Company may require the payment of a sum sufficient to cover any tax or other governmental government charge that may be imposed in relation theretoto the issuance and any other expenses (including the Rights Agent’s fees and expenses) in connection with the issuance. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed the "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(csubsection (c) and (d)of this section 2.3, the Company Corporation will execute, and the Rights Agent will manually countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6section 2.3, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Rights Agent) in connection therewith or in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. ‌ (a) After the Distribution Date, the Company will The Corporation shall cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company will Corporation shall provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will shall have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections Subsection 2.6(c) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly have the form of assignment xxxxxxx xxxx completed and endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and other expenses (including the reasonable fees and expenses of its Rights Agent) connected therewith. (d) The Company shall Corporation is not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After From and after the Distribution Date and prior to the earlier of the Redemption Date and the Final Expiration Date, the Company will shall cause to be kept at the Stockholder Services Office of the Rights Agent a register Rights Register (the a "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will shall provide for the registration of Right Certificates and transfer of transfers of Rights. The Rights Agent is hereby appointed the registrar and transfer agent (the "Rights Registrar" ") for the purpose of maintaining the Rights Register for the Company and registering Rights Right Certificates and transfers of Rights after the Distribution Date as herein provided. In the event that provided and the Rights Agent shall cease agrees to maintain such Rights Register in accordance with such regulations so long as it continues to be the designated as Rights Registrar, Registrar hereunder. Upon surrender to the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. After the Distribution Date and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Right Certificate, and subject to the provisions of Sections 2.6(c) and (d), the Company will shall execute, and the Rights Agent will countersign shall authenticate and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Right Certificates evidencing the same aggregate a like number of Rights as did Rights. At the option of the holder, Right Certificates may be exchanged for other Right Certificates upon surrender of the Right Certificates to be exchanged to the Rights Certificate Agent. Whenever any Right Certificates are so surrendered. (b) Except as otherwise provided in Section 3.1(b)surrendered for exchange, all the Company shall execute, and the Rights Agent shall authenticate and deliver, the Right Certificates which the holder making the exchange is entitled to receive. All Right Certificates issued upon any registration of transfer or exchange of Rights Right Certificates shall be the valid obligations of the Company, evidencing the same Rights, and such Rights shall be entitled to the same benefits under this Agreement Agreement, as the Rights Right Certificates surrendered upon such registration of transfer or exchange. (c) . Every Rights Right Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Rights Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or and the Rights AgentRegistrar duly executed, as the case may be, duly executed by the holder thereof or such holder's his attorney duly authorized in writing. As a condition to the issuance No service charge shall be made for any registration of any new Rights Certificate under this Section 2.6transfer or exchange of Right Certificates, but the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the connection with any registration of transfer or exchange of Right Certificates, other than exchanges not involving any Rights after such Rights have become void under transfer. The provisions of this Section 3.1(b), been exchanged under 6 shall be subject to the provisions of Section 3.1(c) or been redeemed or terminated under Section 5.115.

Registration, Registration of Transfer and Exchange. ‌ (a) After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. times.‌ After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections Subsection 2.6(c) and (d)the other provisions of this Agreement, the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder Holder or the designated transferee or transferees, transferees as required pursuant to the holderHolder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder Holder thereof or such holderHolder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto.thereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith.‌ (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After From and after the Distribution Date and prior to the earlier of the Redemption Date and the Final Expiration Date, the Company will shall cause to be kept at the Shareholder Services Office of the Rights Agent a register Rights Register (the a "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will shall provide for the registration of Right Certificates and transfer of transfers of Rights. The Rights Agent is hereby appointed the registrar and transfer agent (the "Rights Registrar" ") for the purpose of maintaining the Rights Register for the Company and registering Rights Right Certificates and transfers of Rights after the Distribution Date as herein provided. In the event that provided and the Rights Agent shall cease agrees to maintain such Rights Register in accordance with such regulations so long as it continues to be the designated as Rights Registrar, Registrar hereunder. Upon surrender to the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. After the Distribution Date and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Right Certificate, and subject to the provisions of Sections 2.6(c) and (d), the Company will shall execute, and the Rights Agent will countersign shall authenticate and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Right Certificates evidencing the same aggregate a like number of Rights as did Rights. At the option of the holder, Right Certificates may be exchanged for other Right Certificates upon surrender of the Right Certificates to be exchanged to the Rights Certificate Agent. Whenever any Right Certificates are so surrendered. (b) Except as otherwise provided in Section 3.1(b)surrendered for exchange, all the Company shall execute, and the Rights Agent shall authenticate and deliver, the Right Certificates which the holder making the exchange is entitled to receive. All Right Certificates issued upon any registration of transfer or exchange of Rights Right Certificates shall be the valid obligations of the Company, evidencing the same Rights, and such Rights shall be entitled to the same benefits under this Agreement Agreement, as the Rights Right Certificates surrendered upon such registration of transfer or exchange. (c) . Every Rights Right Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Rights Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or and the Rights AgentRegistrar duly executed, as the case may be, duly executed by the holder thereof or such holder's his attorney duly authorized in writing. As a condition to the issuance No service charge shall be made for any registration of any new Rights Certificate under this Section 2.6transfer or exchange of Right Certificates, but the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the connection with any registration of transfer or exchange of Right Certificates, other than exchanges not involving any Rights after such Rights have become void under transfer. The provisions of this Section 3.1(b), been exchanged under 6 shall be subject to the provisions of Section 3.1(c) or been redeemed or terminated under Section 5.115.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby xxxxxx appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections Subsection 2.6(c) and (d)the other provisions of this Agreement, the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder Holder or the designated transferee or transferees, transferees as required pursuant to the holderHolder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder Holder thereof or such holderXxxxxx's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Distribution Date Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution DateSeparation Time. After the Distribution Date Separation Time, the Rights Certificates are transferable only on the Rights Register. After the Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(c2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and, if requested and provided with all necessary information for such delivery, deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.62.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. The Rights Agent shall have no duty or obligation under any section of this Agreement that requires the payment of taxes or charges unless and until it is satisfied that all such taxes and/or charges have been paid. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights that have become null and void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Distribution Date Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution DateSeparation Time. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(cSection 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.62.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. The Rights Agent shall have no duty or obligation to take any action under any Section of this Agreement which requires the payment by a Rights holder of applicable taxes and charges unless and until the Rights Agent is satisfied that all such taxes and/or charges have been paid. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights which have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a1) After Following the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein providedprovided and the Rights Agent hereby accepts such appointment. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, Certificate and subject to the provisions of Sections 2.6(cSection 2.6(3) below and (d)the other provisions of this Agreement, the Company Corporation will execute, execute and the Rights Agent will countersign countersign, register and deliver, in the name of the holder or the designated transferee or transferees, transferees as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b2) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement (subject to the provisions of this Agreement) as the Rights surrendered upon such registration of transfer or exchange. (c3) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the registered holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation or the Rights Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and the Corporation may require payment of a sum sufficient to cover any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) a. After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed registrar for the Rights (the "Rights Registrar" ") for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein providedprovided and the Rights Agent hereby accepts such appointment. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. times. b. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(csubsections 2.6(d) and (d3.1(b), the Company Corporation will execute, and the Rights Agent will manually countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all c. All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) d. Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution Date, the Company The Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby xxxxxx appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein providedprovided and the Rights Agent xxxxxx accepts such appointment. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. times. (b) After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(csubsection 2.6(d) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. Alternatively, in the case of the exercise of Rights in Book Entry Form, the Rights Agent shall provide the holder or the designated transferee or the transferees with one or more statements issued under the Rights Agent's direct registration system evidencing the same aggregate number of Rights as did the direct registration system's records for the Rights transferred or exchanged. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the registered holder thereof or such holderxxxxxx's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the reasonable fees and expenses of the Rights Agent) connected therewith. (de) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to this Agreement.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company will w ill cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "the “Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Distribution Date rights as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(c) and (dsubsection 2.3(c), the Company will execute, and the Rights Agent will countersign countersign, register and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6section 2.3, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After From and after the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections Section 2.6(c) and (d), the Company Corporation will execute, and the Rights Agent will countersign countersign, register and deliver, in the name of the holder thereof or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered.. Table of Contents (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed executed, by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation or the Rights Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Distribution Date Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution DateSeparation Time. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(cthis Section 2.7(a) and (dSections 2.7(c) and 2.7(d), the Company will execute, execute and the Rights Agent will countersign and, if requested by the Company and provided with all necessary information, deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing, accompanied by a signature guarantee and such other documentation as the Rights Agent may reasonably request. Neither the Rights Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificates until the registered holder shall have completed and signed the certificate contained in the form of assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) thereof, or the Affiliates or Associates of such Beneficial Owner (or former Beneficial Owner), as the Company or the Rights Agent shall reasonably request. As a condition to the issuance of any new Rights Certificate under this Section 2.62.7, the Company or the Rights Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights that have become null and void under Section 3.1(b), been exchanged under Section 3.1(c) or been terminated or redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateTime, the Company will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Distribution Date Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution DateTime. After the Distribution Date Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(c2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized authorised in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.62.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights that have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such its reasonable regulations as it may prescriberegulations, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Distribution Date Separation Time as herein provided. In the event that If the Rights Agent shall cease ceases to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution DateSeparation Time. After the Distribution Date Separation Time and prior to before the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(cSection 2.7(c) and (d), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such the Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such the holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.62.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) ), or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After From and after the Distribution DateSeparation Time, the Company will Corporation shall cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will Corporation shall provide for the registration and transfer of Rights. The Rights Agent is hereby appointed registrar (the "Rights Registrar" ") for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will shall have the right to examine the Rights Register at all reasonable times after the Distribution Date. times. (b) After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections subsection 2.6(c) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, have the form of assignment xxxxxxx xxxx completed and endorsed or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and other expenses (including the reasonable fees and expenses of its Rights Agent) connected therewith. (de) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers and exchanges of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. times. (b) After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(cSubsection 2.6(d) and (d3.1(b), the Company Corporation will execute, and the Rights Agent will countersign countersign, deliver and deliverregister, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers and exchanges of Rights after the Distribution Date as herein provided. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. times. (b) After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(cSubsection 2.6(d) and (d3.1(b), the Company Corporation will execute, and the Rights Agent will countersign countersign, deliver and deliverregister, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After From and after the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections Subsection 2.6(c) and (d), the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder thereof or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed executed, by the holder thereof or such holder's xxxxxx’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation or the Rights Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After From and after the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. Table of Contents After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections Section 2.6(c) and (d), the Company Corporation will execute, and the Rights Agent will countersign countersign, register and deliver, in the name of the holder thereof or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed executed, by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation or the Rights Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a1) After As of the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "as registrar for the Rights (the “Rights Registrar" ”) for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, Certificate and subject to the provisions of Sections 2.6(cSection 2.6(3) below and (d)the other provisions of this Agreement, the Company Corporation will execute, execute and the Rights Agent will countersign countersign, register and deliver, in the name of the holder or the designated transferee or transferees, transferees as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. Alternatively, in the case of the exercise of Rights in Book Entry Form, the Rights Agent shall provide the holder or the designated transferee or transferees with one or more statements issued under the Rights Agent’s direct registration system evidencing the same aggregate number of Rights as did the direct registration system’s records for the Rights transferred or exchanged. (b2) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c3) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the registered holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation or the Rights Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and the Corporation may require payment of a sum sufficient to cover any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections Subsection 2.6(c) and (d)the other provisions of this Agreement, the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder Holder or the designated transferee or transferees, transferees as required pursuant to the holder's Holder’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. Alternatively, in the case of the exercise of Rights in Book Entry Form, the Rights Agent shall provide the Holder of designated transferee or transferees with one or more statements issued under the Rights Agent’s direct registration system evidencing the same aggregate number of Rights as did the direct registration system’s records for the Rights transferred or exchanged. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder Holder thereof or such holder's Xxxxxx’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby xxxxxx appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections Subsection 2.6(c) and (d)the other provisions of this Agreement, the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder Holder or the designated transferee or transferees, transferees as required pursuant to the holderHolder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. Alternatively, in the case of the exercise of Rights in Book Entry Form, the Rights Agent shall provide the holder or the designated transferee or transferees with one or more statements issued under the Rights Agent’s direct registration system evidencing the same aggregate number of Rights as did the direct registration system’s records for the Rights transferred or exchanged. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder Holder thereof or such holderXxxxxx's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After the Distribution Date, the Company The Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein providedprovided and the Rights Agent hereby accepts such appointment. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. times. (b) After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(cSection 2.6(d) and (d)below, the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the reasonable fees and expenses of the Rights Agent) in connection therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After From and after the Distribution DateSeparation Time, the Company will Corporation shall cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will Corporation shall provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will shall have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections subsection 2.6(c) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder thereof or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be have the form of assignment thereon duly completed and endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and other expenses (including the reasonable fees and expenses of its Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections Subsection 2.6(c) and (d)the other provisions of this Agreement, the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder Holder or the designated transferee or transferees, transferees as required pursuant to the holder's Holder’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder Holder thereof or such holder's Xxxxxx’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After From and after the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections Section 2.6(c) and (d), the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder thereof or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed executed, by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation or the Rights Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(c) subsection and (d)the other provisions of this Agreement, the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder Holder or the designated transferee or transferees, transferees as required pursuant to the holder's Holder’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder Holder thereof or such holder's Holder’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6section , the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After From and after the Distribution Date and prior to the earlier of the Redemption Date and the Final Expiration Date, the Company will shall cause to be kept at the Designated Office of the Rights Agent a register Rights Register (the "a “Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company will shall provide for the registration of Right Certificates and transfer of transfers of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining shall be transferred only in the Rights Register Register. Upon surrender to the Rights Agent for registration of transfer of any Right Certificate, the Company shall execute, and registering Rights and transfers upon receipt of Rights after the Distribution Date as herein provided. In the event that a Company Order, the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. After the Distribution Date and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(c) and (d), the Company will execute, and the Rights Agent will countersign authenticate and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Right Certificates evidencing the same aggregate a like number of Rights as did Rights. At the option of the holder, Right Certificates may be exchanged for other Right Certificates upon surrender of the Right Certificates to be exchanged to the Rights Certificate Agent. Whenever any Right Certificates are so surrendered. (b) Except as otherwise provided in Section 3.1(b)surrendered for exchange, all the Company shall execute, and upon receipt of a Company Order, the Rights Agent shall authenticate and deliver, the Right Certificates that the holder making the exchange is entitled to receive. All Right Certificates issued upon any registration of transfer or exchange of Rights Right Certificates shall be the valid obligations of the Company, evidencing the same Rights, and such Rights shall be entitled to the same benefits under this Agreement Agreement, as the Rights Right Certificates surrendered upon such registration of transfer or exchange. (c) . Every Rights Right Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Rights Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or and the Rights AgentAgent duly executed, as the case may be, duly executed by the holder thereof or such holder's his attorney duly authorized in writing. As a condition to the issuance No service charge shall be made for any registration of any new Rights Certificate under this Section 2.6transfer or exchange of Right Certificates, but the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the connection with any registration of transfer or exchange of Right Certificates, other than exchanges not involving any Rights after such Rights have become void under transfer. The provisions of this Section 3.1(b), been exchanged under 6 shall be subject to the provisions of Section 3.1(c) or been redeemed or terminated under Section 5.115.

Registration, Registration of Transfer and Exchange. (a) After From and after the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections Subsection 2.6(c) and (d), the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder thereof or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed executed, by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.this

Registration, Registration of Transfer and Exchange. (a) After From and after the Distribution Date and prior to the earlier of the Redemption Date and the Final Expiration Date, the Company will shall cause to be kept at the Corporate Trust Office of the Rights Agent a register Rights Register (the a "Rights RegisterRIGHTS REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company will shall provide for the registration of Right Certificates and transfer of transfers of Rights. The Rights Agent is hereby appointed the registrar and transfer agent (the "Rights Registrar" RIGHTS REGISTRAR") for the purpose of maintaining the Rights Register for the Company and registering Rights Right Certificates and transfers of Rights after the Distribution Date as herein provided. In the event that provided and the Rights Agent shall cease agrees to maintain such Rights Register in accordance with such regulations so long as it continues to be the designated as Rights Registrar, Registrar hereunder. (b) Upon surrender to the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. After the Distribution Date and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Right Certificate, and subject to the provisions of Sections 2.6(c) and (d), the Company will shall execute, and the Rights Agent will countersign shall authenticate and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Right Certificates evidencing the same aggregate a like number of Rights as did the Rights Certificate so surrenderedRights. (bc) Except as otherwise provided in Section 3.1(b)At the option of the holder, all Right Certificates may be exchanged for other Right Certificates upon surrender of the Right Certificates to be exchanged to the Rights Agent. Whenever any Right Certificates are so surrendered for exchange, the Company shall execute, and the Rights Agent shall authenticate and deliver, the Right Certificates which the holder making the exchange is entitled to receive. (d) All Right Certificates issued upon any registration of transfer or exchange of Rights Right Certificates shall be the valid obligations of the Company, evidencing the same Rights, and such Rights shall be entitled to the same benefits under this Agreement Agreement, as the Rights Right Certificates surrendered upon such registration of transfer or exchange. (ce) Every Rights Right Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Rights Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or and the Rights AgentRegistrar duly executed, as the case may be, duly executed by the holder thereof or such holder's his attorney duly authorized in writing. As a condition to the issuance . (f) No service charge shall be made for any registration of any new Rights Certificate under this Section 2.6transfer or exchange of Right Certificates, but the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the connection with any registration of transfer or exchange of Right Certificates, other than exchanges not involving any Rights after such Rights have become void under transfer. (g) The provisions of this Section 3.1(b6 shall be subject to the provisions of Section 4(d), been exchanged under Section 3.1(c8(e) or been redeemed or terminated under and Section 5.115.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "the “Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein providedprovided and the Rights Agent hereby accepts such appointment. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(c) and (dSection 2.3(c), the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.62.3, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. ‌ (a) After From and after the Distribution DateSeparation Time, the Company will Corporation shall cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company will Corporation shall provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "registrar (the “Rights Registrar" ”) for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will shall have the right to examine the Rights Register at all reasonable times after the Distribution Date. times. (b) After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections subsection 2.6(c) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be have the form of assignment thereon duly completed and endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and other expenses (including the reasonable fees and expenses of its Rights Agent) connected therewith. (de) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After the Distribution Date, the Company The Corporation will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein providedprovided and the Rights Agent xxxxxx accepts such appointment. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. times. (b) After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(csubsection 2.6(d) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. Alternatively, in the case of the exercise of Rights in Book Entry Form, the Rights Agent shall provide the holder or the designated transferee or the transferees with one or more statements issued under the Rights Agent’s direct registration system evidencing the same aggregate number of Rights as did the direct registration system’s records for the Rights transferred or exchanged. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the registered holder thereof or such holder's xxxxxx’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the reasonable fees and expenses of the Rights Agent) connected therewith. (de) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to this Agreement.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. times. (b) After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(csubsection 2.6(d) and (d)below, the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby xxxxxx appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. times. (b) After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(csubsection 2.6(d) and (d)below, the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holderxxxxxx's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After From and after the Distribution Date and prior to the earlier of the Redemption Date and the Final Expiration Date, the Company will shall cause to be kept at the Stock Transfer Office of the Rights Agent a register Rights Register (the a "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will shall provide for the registration of Right Certificates and transfer of transfers of Rights. The Rights Agent is hereby appointed the registrar and transfer agent (the "Rights Registrar" ") for the purpose of maintaining the Rights Register for the Company and registering Rights Right Certificates and transfers of Rights after the Distribution Date as herein provided. In the event that provided and the Rights Agent shall cease agrees to maintain such Rights Register in accordance with such regulations so long as it continues to be the designated as Rights Registrar, Registrar hereunder. Upon surrender to the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. After the Distribution Date and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Right Certificate, and subject to the provisions of Sections 2.6(c) and (d), the Company will shall execute, and the Rights Agent will countersign shall authenticate and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Right Certificates evidencing the same aggregate a like number of Rights as did Rights. At the option of the holder, Right Certificates may be exchanged for other Right Certificates upon surrender of the Right Certificates to be exchanged to the Rights Certificate Agent. Whenever any Right Certificates are so surrendered. (b) Except as otherwise provided in Section 3.1(b)surrendered for exchange, all the Company shall execute, and the Rights Agent shall authenticate and deliver, the Right Certificates which the holder making the exchange is entitled to receive. All Right Certificates issued upon any registration of transfer or exchange of Rights Right Certificates shall be the valid obligations of the Company, evidencing the same Rights, and such Rights shall be entitled to the same benefits under this Agreement Agreement, as the Rights Right Certificates surrendered upon such registration of transfer or exchange. (c) . Every Rights Right Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Rights Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or and the Rights AgentRegistrar duly executed, as the case may be, duly executed by the holder thereof or such holder's his attorney duly authorized in writing. As a condition to the issuance No service charge shall be made for any registration of any new Rights Certificate under this Section 2.6transfer or exchange of Right Certificates, but the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the connection with any registration of transfer or exchange of Right Certificates, other than exchanges not involving any Rights after such Rights have become void under transfer. The provisions of this Section 3.1(b6 shall be subject to the provisions of Section 4(d), been exchanged under Section 3.1(c8(e) or been redeemed or terminated under and Section 5.115.

Registration, Registration of Transfer and Exchange. (a) After From and after the Distribution Date and prior to the earlier of the Redemption Date and the Final Expiration Date, the Company will shall cause to be kept at the office of the Rights Agent designated for such purpose a register Rights Register (the a "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will shall provide for the registration of Right Certificates and transfer of transfers of Rights. The Rights Agent is hereby appointed the registrar and transfer agent (the "Rights Registrar" ") for the purpose of maintaining the Rights Register for the Company and registering Rights Right Certificates and transfers of Rights after the Distribution Date as herein provided. In the event that provided and the Rights Agent shall cease agrees to maintain such Rights Register in accordance with such regulations so long as it continues to be the designated as Rights Registrar, Registrar hereunder. Upon surrender to the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. After the Distribution Date and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Right Certificate, and subject to the provisions of Sections 2.6(c) and (d), the Company will shall execute, and the Rights Agent will countersign shall authenticate and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Right Certificates evidencing the same aggregate a like number of Rights as did Rights. At the option of the holder, Right Certificates may be exchanged for other Right Certificates upon surrender of the Right Certificates to be exchanged to the Rights Certificate Agent. Whenever any Right Certificates are so surrendered. (b) Except as otherwise provided in Section 3.1(b)surrendered for exchange, all the Company shall execute, and the Rights Agent shall authenticate and deliver, the Right Certificates which the holder making the exchange is entitled to receive. All Right Certificates issued upon any registration of transfer or exchange of Rights Right Certificates shall be the valid obligations of the Company, evidencing the same Rights, and such Rights shall be entitled to the same benefits under this Agreement Agreement, as the Rights Right Certificates surrendered upon such registration of transfer or exchange. (c) . Every Rights Right Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Company or the Rights Agent) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or and the Rights AgentRegistrar duly executed, as the case may be, duly executed by the holder thereof or such holder's his attorney duly authorized in writing. As a condition to the issuance No service charge shall be made for any registration of any new Rights Certificate under this Section 2.6transfer or exchange of Right Certificates, but the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the connection with any registration of transfer or exchange of Right Certificates, other than exchanges not involving any transfer. Neither the Rights after Agent nor the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificate until the registered holder shall have properly completed and signed the certificate contained in the form of assignment on the reverse side of such Rights Certificate. The Rights Agent shall have become void no duty or obligation under this Section 3.1(b6 or any other similar provision of this Agreement unless and until it is satisfied that all such taxes and/or governmental charges have been paid in full. The provisions of this Section 6 shall be subject to the provisions of Section 4(d), been exchanged under Section 3.1(c8(e) or been redeemed or terminated under and Section 5.115.

Registration, Registration of Transfer and Exchange. (a) After the Distribution Date, the Company will cause to be kept establish a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Distribution Date as herein providedDate. In the event that If the Rights Agent shall cease ceases to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. . (b) After the Distribution Date and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(cSection 2.7(d) and (de), the Company will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the surrendered Rights Certificate so surrenderedCertificate. (bc) Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the Company, and such those Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such the holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.62.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretoto that transaction. (de) The Company shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. times. (b) After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(csubsection 2.6(d) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the registered holder thereof or such holder's xxxxxx’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After From and after the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections Subsection 2.6(c) and (d), the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder thereof or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed executed, by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After From and after the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections Section 2.6(c) and (d), the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder thereof or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed executed, by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation or the Rights Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After the Distribution Date, the Company The Corporation will cause to be kept a register (the "Rights RegisterRIGHTS REGISTER") in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. times. (b) After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(csubsection 2.6(d) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution Date, the Company 2.6.1 The Corporation will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein providedprovided and the Rights Agent hereby accepts such appointment. In the event that the Rights Agent shall will cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, Certificate and subject to the provisions of Sections 2.6(c) subsection 2.6.3 below and (d)the other provisions of this Agreement, the Company Corporation will execute, execute and the Rights Agent will countersign countersign, register and deliver, in the name of the holder or the designated transferee or transferees, transferees as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all 2.6.2 All Rights issued upon any registration of transfer or exchange of Rights Certificates shall will be the valid obligations of the CompanyCorporation, and such Rights shall will be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) 2.6.3 Every Rights Certificate surrendered for registration of transfer or exchange shall will be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the registered holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section section 2.6, the Company Corporation or the Rights Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and the Corporation may require payment of a sum sufficient to cover any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "the “Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, Certificate and subject to the provisions of Sections Subsection 2.6(c) below and (d)the other provisions of this Agreement, the Company Corporation will execute, execute and the Rights Agent will manually countersign and deliver, in the name of the holder or the designated transferee or transferees, transferees as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation or the Rights Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and the Corporation may require payment of a sum sufficient to cover any other expenses (including the fees and expenses of the Rights Agent) in connection therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company and registering Rights and transfers of Rights after the Distribution Date Separation Time as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. Separation Time. (b) After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(cthis Section 2.7(b) and (dSection 2.7(c), the Company will execute, execute and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in ; provided, however, that the Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), all Rights issued upon any registration of transfer been exchanged under Section 3.1(c) or exchange of Rights Certificates shall be the valid obligations of the Company, and such Rights shall be entitled to the same benefits been redeemed under this Agreement as the Rights surrendered upon such registration of transfer or exchangeSection 5.1. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's attorney duly authorized in writing. Neither the Rights Agent not the Company shall be obligated to take any action whatsoever with respect to the transfer of any such surrendered Rights Certificates until the registered holder shall have completed and signed the certificate contained in the form of assignment on the reverse side of such Rights Certificate and shall have provided such additional evidence of the identity of the Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates thereof as the Company shall reasonably request. As a condition to the issuance of any new Rights Certificate under this Section 2.62.7, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the Except as otherwise provided in Section 3.1(b), all Rights issued upon any registration of transfer or exchange of any Rights after Certificates shall be the valid obligations of the Company, and such Rights have become void shall be entitled to the same benefits under Section 3.1(b), been exchanged under Section 3.1(c) this Agreement as the Rights surrendered upon such registration of transfer or been redeemed or terminated under Section 5.1exchange.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a register (the "Rights Register") in which, subject to such reasonable regulations as it may prescribe, the Company Rights Agent will provide for the registration and transfer of Rights. The Rights Agent is hereby xxxxxx appointed "Rights Registrar" for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Date. times. (b) After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(csubsection 2.6(d) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holderxxxxxx's attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After From and after the Distribution DateSeparation Time, the Company will Corporation shall cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company will Corporation shall provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "registrar (the “Rights Registrar" ”) for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will shall have the right to examine the Rights Register at all reasonable times after the Distribution Date. times. (b) After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections subsection 2.6(c) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (bc) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (cd) Every Rights Certificate surrendered for registration of transfer or exchange shall be have the form of assignment thereon duly completed and endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and other expenses (including the reasonable fees and expenses of its Rights Agent) connected therewith. (de) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a) After the Distribution Date, the Company will The Corporation shall cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company will Corporation shall provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that If the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will shall have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections subsection 2.6(c) and (d)below, the Company will Corporation shall execute, and the Rights Agent will shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate so surrendered. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly have the form of assignment xxxxxxx xxxx completed and endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and other expenses (including the reasonable fees and expenses of its Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.

Registration, Registration of Transfer and Exchange. (a1) After the Distribution Date, the Company The Trust will cause to be kept a register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Trust will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company Trust and registering Rights and transfers of Rights after the Distribution Date as herein providedprovided other than with respect to the Exchangeable Securities for which the Trust will maintain a separate sub-register. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections 2.6(c) and (dSubsection 2.06(3), the Company Trust will execute, and the Rights Agent will countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder's ’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. (b2) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyTrust, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c3) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Trust or the Rights Agent, Agent as the case may be, duly executed by the holder thereof or such holder's ’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.62.06, the Company Trust may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company shall not be required to register the transfer or exchange of any Rights after such Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1.

Registration, Registration of Transfer and Exchange. (a) After the Distribution DateSeparation Time, the Company Corporation will cause to be kept a а register (the "“Rights Register"”) in which, subject to such reasonable regulations as it may prescribe, the Company Corporation will provide for the registration and transfer of Rights. The Rights Agent is hereby appointed "“Rights Registrar" ” for the purpose of maintaining the Rights Register for the Company Corporation and registering Rights and transfers of Rights after the Distribution Date as herein provided. In the event that the Rights Agent shall cease to be the Rights Registrar, the Rights Agent will have the right to examine the Rights Register at all reasonable times after the Distribution Datetimes. After the Distribution Date Separation Time and prior to the Expiration Time, upon surrender for registration of transfer or exchange of any Rights Certificate, and subject to the provisions of Sections Subsection 2.6(c) and (d)the other provisions of this Agreement, the Company Corporation will execute, and the Rights Agent will countersign and deliver, in the name of the holder Holder or the designated transferee or transferees, transferees as required pursuant to the holder's Holder’s instructions, one or more new Rights Certificates evidencing the same aggregate number of Rights as did the Rights Certificate Certificates so surrendered. Alternatively, in the case of the exercise of Rights in Book Entry Form, the Rights Agent shall provide the Holder or designated transferee or transferees with one or more statements issued under the Rights Agent’s direct registration system evidencing the same aggregate number of Rights as did the direct registration system’s records for the Rights transferred or exchanged. (b) Except as otherwise provided in Section 3.1(b), all All Rights issued upon any registration of transfer or exchange of Rights Certificates shall be the valid obligations of the CompanyCorporation, and such Rights shall be entitled to the same benefits under this Agreement as the Rights surrendered upon such registration of transfer or exchange. (c) Every Rights Certificate surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company Corporation or the Rights Agent, as the case may be, duly executed by the holder Holder thereof or such holder's Xxxxxx’s attorney duly authorized in writing. As a condition to the issuance of any new Rights Certificate under this Section 2.6, the Company Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation theretothereto and any other expenses (including the fees and expenses of the Rights Agent) connected therewith. (d) The Company Corporation shall not be required to register the transfer or exchange of any Rights after such the Rights have become void under Section 3.1(b), been exchanged under Section 3.1(c) or been redeemed or terminated under Section 5.1pursuant to the provisions of this Agreement.