Common use of Reservation and Availability of Shares Clause in Contracts

Reservation and Availability of Shares. The Company will cause to be reserved and kept available for the exercise of Rights, out of its authorized but unissued Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) or any Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) held in its treasury, such number of Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) as will be sufficient to permit the exercise in full of all outstanding Rights. So long as any securities purchasable upon the exercise of Rights are listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or approved for listing on such exchange upon official notice of issuance. The Company shall use its best efforts to (i) file, as soon as practicable after the occurrence of a Triggering Event pursuant to Section 11(a)(ii) for which the consideration to be delivered by the Company upon the exercise of the Rights has been determined in accordance with Section 11(a)(iv) hereof, or as soon as required by law following the Distribution Date, a registration statement on an appropriate form under the Securities Act with respect to the securities purchasable upon exercise of the Rights, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable or (B) the Final Expiration Date. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercise of the Rights. The Company may temporarily suspend, for a period of time not to exceed 120 days after the Distribution Date, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite registration or qualification in such jurisdiction shall have been obtained. The Company will take all such action as may be necessary to ensure that all Preferred Shares (or Common Shares and/or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (or Common Shares and/or other securities, as the case may be), subject to payment of the Purchase Price, be duly and validly authorized and issued and fully paid and non-assessable. The Company will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or deliver any certificates or depositary receipts for Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Shares. (a) The Company covenants and agrees that it will cause to be reserved and kept available for the exercise a number of Rights, out of its Series A First Preference Shares which are authorized but unissued Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) not issued or any Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) held in its treasury, such number of Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) as will be otherwise reserved for issuance sufficient to permit the exercise in full of all outstanding Rights. Rights as provided in this Agreement. (b) So long as any securities purchasable Series A First Preference Shares issuable upon the exercise of Rights are may be listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares securities reserved for such issuance issue to be listed on such exchange or approved for listing on any such exchange upon official notice of issuance. issuance upon such exercise. (c) The Company shall use its best efforts to (i) to file, as soon as practicable following the earliest date after the occurrence of a Triggering Event pursuant to Section 11(a)(ii) for Event as of which the consideration to be delivered by the Company upon the exercise of the Rights has been determined in accordance with Section 11(a)(iv) hereof11(a)(iii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement on an appropriate form under the Securities Act with respect to the securities purchasable issuable upon exercise of the Rights, (ii) to cause such registration statement to become effective as soon as practicable after such filing, filing and (iii) to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable or for such securities and (B) the Final Expiration Date. The Company will also take such action as may be appropriate under, or to ensure compliance with, the laws of Bermuda, the federal securities or "laws of the United States and blue sky" sky laws of the various states of the United States in connection with the exercise exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 120 90 days after the Distribution Datedate set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. . (d) Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable for securities in any jurisdiction unless if the requisite registration or qualification in such jurisdiction shall not have been obtained. The Company will take all , such action as may exercise therefor shall not be necessary to ensure that all Preferred Shares (permitted under applicable law or Common Shares and/or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (or Common Shares and/or other securities, as the case may be), subject to payment of the Purchase Price, be duly and validly authorized and issued and fully paid and non-assessable. The Company will pay when due and payable any and all federal and state transfer taxes and charges which may be payable a registration statement in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rightssuch securities shall not have been declared effective. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that ofIn particular, the registered holder of Rights do not constitute an offer to, and may not be exercised by, any Person in the Right Certificate evidencing Rights surrendered for exerciseUnited Kingdom (a "UK Person") unless and until, or to issue or deliver the extent that, a majority of the Continuing Directors determine that any certificates or depositary receipts for Preferred Shares (or Common Shares and/or other securities, as the case may be) upon securities which would be acquired on the exercise of any Rights until any by a UK Person (or by UK Persons generally) may lawfully be offered to that UK Person (or to UK Persons generally). The Company shall use its reasonable endeavours to prepare and publish, as soon as practicable after the Distribution Date (if and to the extent that such tax shall steps have not previously been paid (any taken), a prospectus or other appropriate documents and/or take such tax being payable by other steps as a majority of the holder Continuing Directors deem expedient under applicable laws in the United Kingdom in order to extend the offer of such Right Certificate at the time of surrender) or until it has been established securities to UK Persons generally. If and to the Company's satisfaction extent that no such tax is due.a majority of the Continuing Directors determine that compliance with the laws of the United Kingdom or any other territory would be impracticable or unduly onerous in order for the securities which would be acquired on the exercise of any Rights lawfully to be offered within that territory, a majority of the Continuing Directors may arrange for the securities which would otherwise be issued on the exercise of Rights by Persons in the relevant territory or territories ("Excluded Persons") to be allotted or issued to some other person nominated by a majority of the Continuing Directors for the purpose on terms that:

Reservation and Availability of Shares. (a) The Company covenants and agrees that it will cause to be reserved and kept available for out of its authorized and unissued shares of Preferred Stock (and following the exercise occurrence of Rightsa Triggering Event, out of its authorized but and unissued shares of Common Stock and/or other securities or out of its authorized and issued shares held in its treasury), the number of shares of Preferred Shares Stock (and, following the occurrence of a Triggering Event, shares of Common Shares Stock and/or other securities) or any Preferred Shares (andthat, following the occurrence of a Triggering Eventas provided in this Agreement, Common Shares and/or other securitiesincluding Section 11(a)(iii) held in its treasuryhereof, such number of Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) as will be sufficient to permit the exercise in full of all outstanding Rights. So long as any securities purchasable . (b) In the event the shares of Preferred Stock (and, following the occurrence of a Triggering Event, shares of Common Stock and/or other securities) issuable upon the exercise of Rights are become listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or approved for listing on such exchange upon official notice of issuance. issuance upon such exercise. (c) The Company shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Triggering Event pursuant to Section 11(a)(ii) for Event on which the consideration to be delivered by the Company upon the exercise of the Rights has been determined in accordance with Section 11(a)(iv) hereofthis Agreement, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement on an appropriate form under the Securities Act with respect to the shares of Common Stock or other securities purchasable upon exercise of the RightsRights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable or for such securities, and (B) the Final Expiration Date. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercise exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 120 ninety (90) days after the Distribution Datedate set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. In addition, if the Company shall determine that a registration statement is required following the Distribution Date, the Company may temporarily suspend the exercisability of the Rights until such time as a registration statement has been declared effective. Upon any such suspensionsuspension of exercisability of Rights referred to in this Section 9(c), the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable and shall be void so long as held by a holder in any jurisdiction unless where the requisite registration qualification to the issuance to such holder, or qualification the exercise by such holder, of the Rights in such jurisdiction shall not have been obtained. obtained or be obtainable, or the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all one ten-thousandths of a share of Preferred Shares Stock (or and, following the occurrence of a Triggering Event, shares of Common Shares Stock and/or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares shares (or Common Shares and/or other securities, as the case may be), subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and non-assessable. . (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or of any certificates for a number of one ten-thousandths of a share of Preferred Shares Stock (or Common Shares Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or the issuance or delivery of certificates or depositary receipts for the a number of one ten-thousandths of a share of Preferred Shares Stock (or Common Shares Stock and/or other securities, as the case may be) in a name other than that of, the registered holder of the Right Rights Certificate evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificates or depositary receipts for a number of one ten-thousandths of a share of Preferred Shares Stock (or Common Shares Stock and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Shares. of Preferred Stock. (a) The Company covenants and agrees that it will cause to be reserved and kept available for the exercise out of Rights, its author ized and unissued shares of Preferred Stock or out of its authorized but unissued and issued shares of Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) or any Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) Stock held in its treasury, such number of shares of Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights and, after the occurrence of a Triggering Event, shall, to the extent reasonably practicable, so reserve and keep available a sufficient number of shares of Common Stock (and/or other securities) which may be required to permit the exercise in full of all outstanding Rights. So . (b) If the Preferred Stock (or, following the occurrence of a Triggering Event, the Common Stock and/or other securities) is at any time listed on a national securities exchange or included for quotation on any transaction reporting system, then so long as the Preferred Stock (and, following the occurrence of any securities purchasable such Triggering Event, Common Stock and/or other securities) issuable and deliverable upon the exercise of the Rights are may be listed on such exchange or included for quotation on any national securities exchangesuch transaction reporting system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisableexercisable (but only to the extent that it is reasonably likely that the Rights will be exercised), all shares reserved for such issuance to be listed on such exchange or approved included for listing quotation on any such exchange transaction reporting system upon official notice of issuance. issuance upon such exercise. (c) The Company covenants and agrees that it will take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon the exercise of Rights (or, following the occurrence of a Triggering Event, shares of Common Stock and/or other securities) shall, at the time of delivery of the certificates for such shares or other securities (subject to payment of the Exercise Price in respect thereof), be duly and validly authorized and issued and fully paid and nonassessable. (d) The Company shall use its best efforts to (i) file, as soon as practicable after following the occurrence of a Triggering Event pursuant to an event described in Section 11(a)(ii) for which the consideration to be delivered by the Company upon the exercise of the Rights has been determined in accordance with Section 11(a)(iv) hereof), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement on an appropriate form under the Securities Act Act, with respect to the securities purchasable upon exercise of the RightsRights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable or for such securities, and (Bb) the Final Expiration Datedate of the expiration of the Rights. The Company may temporarily suspend, for a period of time not to exceed ninety (90) days, the exercisability of the Rights in order to prepare and file a registration statement under the Act and permit it to become effective. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercise exercisability of the Rights. The Company may temporarily suspend, for a period of time not to exceed 120 days after the Distribution Date, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite registration or qualification in is such jurisdiction shall have been obtained. obtained and until a registration statement under the Act (if required) shall have been declared effective. (e) The Company will take all such action as may be necessary to ensure covenants and agrees that all Preferred Shares (or Common Shares and/or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (or Common Shares and/or other securities, as the case may be), subject to payment of the Purchase Price, be duly and validly authorized and issued and fully paid and non-assessable. The Company it will pay when due and payable any and all U.S. federal and state transfer taxes and charges Transfer Taxes which may be payable in respect of the issuance or delivery of the Right Rights Certificates or of any shares of Preferred Shares Stock (or or, following the occurrence of a Triggering Event, Common Shares Stock and/or other securities, as the case may be) issued or delivered upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax Transfer Tax which may be payable in respect of any transfer or delivery of Right Certificates a Rights Certificate to a Person other than, or the issuance or delivery of certificates or depositary receipts for Preferred Stock (or, following the Preferred Shares (or occurrence of a Triggering Event, Common Shares Stock and/or other securities, as the case may be) upon exercise of Rights in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exerciseCertificate, or and the Company shall not be required to issue or deliver any certificates a Rights Certificate or depositary receipts certificate for Preferred Shares Stock (or or, following the occurrence of a Triggering Event, Common Shares Stock and/or other securities, as the case may be) upon the exercise of any Rights to a Person other than such registered holder until any such tax Transfer Tax shall have been paid (any such tax Transfer Tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax Transfer Tax is due.

Reservation and Availability of Shares. (a) The Company covenants and agrees that, as soon as practicable following the first occurrence of an event referred to in Section 11(a)(ii)(A), (B) and (C) and in the first sentence of Section 13, (i) it will take all such action as may be necessary (except as otherwise provided in Section 11(a)(iii) hereof) to cause to be reserved and kept available for the exercise of Rights, out of its authorized but and unissued Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) or any Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) held in its treasury, such the number of Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) as that will be sufficient to permit the exercise in full of all outstanding Rights. So long , and (ii) it will take all such action as may be necessary to obtain any securities purchasable upon regulatory approvals for the exercise issuance of Rights are listed on any national securities exchangethe Shares including, if required, approval from the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or approved for listing on such exchange upon official notice of issuance. Vermont Public Service Board. (b) The Company shall use its best efforts to (i) fileefforts, as soon as practicable after following the first occurrence of a Triggering Event pursuant an event referred to in Section 11(a)(ii11(a)(ii)(A), (B) for which and (C) and in the consideration first sentence of Section 13, to be delivered by the Company upon the exercise of the Rights has been determined in accordance with Section 11(a)(iv(i) hereof, or as soon as required by law following the Distribution Date, file a registration statement on an appropriate form under the Securities Act of 1933 (the "Act"), with respect to the securities Rights and the Shares purchasable upon exercise of the RightsRights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable Redemption Date or (B) the Final Expiration Date. The Company will also use its best efforts to take such action as may be appropriate under, or to ensure compliance with, under the securities or "blue sky" sky laws of the various states in connection with the exercise of the Rightsstates. The Company may temporarily suspend, for a period of time not to exceed 120 days after the Distribution Dateninety (90) days, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effectivestatement. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite registration or qualification in such jurisdiction shall have been obtained. . (c) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or Common Shares and/or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (or Common Shares and/or other securities, as the case may be), subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and non-assessable. nonassessable Shares, except as otherwise provided in Section 11(a)(iii). (d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Shares. The Company will use its best efforts to cause to be reserved and kept available for the exercise of Rights, out of its authorized but unissued Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) or any Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) held in its treasury, such number of Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) as will be sufficient to permit the exercise in full of all outstanding Rights. So long as any securities purchasable upon the exercise of Rights are listed or traded on any national securities exchangestock exchange or inter-dealer quotation system, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or approved for listing on such exchange or inter-dealer quotation system upon official notice of issuance. The Company shall use its best efforts to (i) file, as soon as practicable after the occurrence of a Triggering Event pursuant to Section 11(a)(ii) for which the consideration to be delivered by the Company upon the exercise of the Rights has been determined in accordance with Section 11(a)(iv) hereof, or as soon as required by law following the Distribution Date, a registration statement on an appropriate form under the Securities Act with respect to the securities purchasable upon exercise of the Rights, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable or (B) the Final Expiration Date. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercise of the Rights. The Company may temporarily suspend, for a period of time not to exceed 120 days after the Distribution Date, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. The Company shall notify the Rights Agent whenever it makes a public announcement pursuant to this Section 9 and give the Rights Agent a copy of such announcement. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite registration or qualification in such jurisdiction shall have been obtained. The Company will take all such action as may be necessary to ensure that all Preferred Shares (or Common Shares and/or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (or Common Shares and/or other securities, as the case may be), subject to payment of the Purchase Price, be duly and validly authorized and issued and fully paid and non-assessable. The Company will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax or charge which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or deliver any certificates or depositary receipts for Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of any Rights until any such tax or charge shall have been paid (any such tax or charge being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's or the Rights Agent's reasonable satisfaction that no such tax or charge is due.

Reservation and Availability of Shares. (a) The Company covenants and agrees that, as soon as practicable following the first occurrence of an event referred to in Section 11(a)(ii)(A), (B) and (C) and in the first sentence of Section 13, it will take all such action as may be necessary (except as otherwise provided in Section 11(a)(iii) hereof) to cause to be reserved and kept available for the exercise of Rights, out of its authorized but and unissued Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) or any Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) held in its treasury, such the number of Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) as that will be sufficient to permit the exercise in full of all outstanding Rights. So long as any securities purchasable upon the exercise of Rights are listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or approved for listing on such exchange upon official notice of issuance. . (b) The Company shall use its best efforts to (i) fileefforts, as soon as practicable after following the first occurrence of a Triggering Event pursuant an event referred to in Section 11(a)(ii11(a)(ii)(A), (B) for which and (C) and in the consideration first sentence of Section 13, to be delivered by the Company upon the exercise of the Rights has been determined in accordance with Section 11(a)(iv(i) hereof, or as soon as required by law following the Distribution Date, file a registration statement on an appropriate form under the Securities Act of 1933 (the "Act"), with respect to the securities Rights and the Shares purchasable upon exercise of the RightsRights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable Redemption Date or (B) the Final Expiration Date. The Company will also take such action as may be appropriate under, or to ensure compliance with, under the securities or "blue sky" sky laws of the various states in connection with the exercise of the Rightsstates. The Company may temporarily suspend, for a period of time not to exceed 120 days after the Distribution Dateninety (90) days, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effectivestatement. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite registration or qualification in such jurisdiction shall have been obtained. . (c) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or Common Shares and/or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (or Common Shares and/or other securities, as the case may be), subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and non-assessable. nonassessable Shares, except as otherwise provided in Section 11(a)(iii). (d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Shares. The Company covenants and agrees that from and after the Distribution Date it will cause to be reserved and kept available for the exercise of Rights, out of its authorized but and unissued Preferred Shares (and, following the occurrence of a Triggering Trigger Event, out of its authorized and unissued Common Shares and/or or other securities) securities or any Preferred Shares (and, following the occurrence out of a Triggering Event, Common Shares and/or other securities) its shares held in its treasury, such ) the number of Preferred Shares (and, following the occurrence of a Triggering Trigger Event, Common Shares and/or other securities) as that will be sufficient to permit the exercise in full of all outstanding Rights. So long as any securities purchasable the Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) issuable upon the exercise of Rights are may be listed on any national securities exchangeexchange or traded in the over-the-counter market and quoted on the National Association of Securities Dealers, Inc. Automated Quotation System ("Nasdaq") (including the National Market or Small Cap Market), the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed or admitted to trading on such exchange or approved for listing quoted on such exchange Nasdaq upon official notice of issuanceissuance upon such exercise. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (and, following the occurrence of a Trigger Event, Common Shares and/or other securities) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. From and after such time as the Rights become exercisable, the Company shall use its best efforts efforts, if then necessary to (i) file, as soon as practicable after permit the occurrence issuance of a Triggering Event pursuant to Section 11(a)(ii) for which the consideration to be delivered by the Company Preferred Shares upon the exercise of the Rights has been determined in accordance with Section 11(a)(iv) hereofRights, or as soon as required by law following the Distribution Date, a registration statement on an appropriate form to register and qualify such Preferred Shares under the Securities Act with respect and any applicable state securities or "Blue Sky" laws (to the securities purchasable upon exercise of the Rightsextent exemptions therefrom are not available), (ii) cause such registration statement and qualifications to become effective as soon as practicable possible after such filing, filing and (iii) cause keep such registration statement to remain and qualifications effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable or (B) for such securities and the Final Expiration Date. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercise of the Rights. The Company may temporarily suspend, for a period of time not to exceed 120 days after the Distribution Date90 days, the exercisability of the Rights in order to prepare and file such a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite registration or qualification in such jurisdiction shall have been obtainedobtained and until a registration statement under the Securities Act (if required) shall have been declared effective. The Company will take all such action as may be necessary to ensure further covenants and agrees that all Preferred Shares (or Common Shares and/or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (or Common Shares and/or other securities, as the case may be), subject to payment of the Purchase Price, be duly and validly authorized and issued and fully paid and non-assessable. The Company it will pay when due and payable any and all federal Federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or deliver any certificates or depositary receipts for Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of the registered holder upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Shares. (a) The Company will shall cause to be reserved and kept available for the exercise of Rights, out of its authorized but and unissued Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) or any Preferred Shares (and, following the occurrence of a Triggering Event, and Common Shares and/or other securities) held in its treasury, such treasury a number of Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) as will be that is sufficient to permit the exercise in full of all of the outstanding Rights. (b) Unless the Common Shares of the Company have been theretofore listed on the NYSE or another national securities exchange, the Company shall, as soon as practicable following the Distribution Date, use its best efforts to cause transactions in the Rights to be quoted in the National Association of Securities Dealers Inc. Automated Quotation System ("NASDAQ"). So long as In the event that any securities purchasable upon Common Shares of the exercise of Rights Company are listed on any the NYSE or another national securities exchange, the Company shall use its best efforts to cause(i) concurrently with the listing of the Common Shares, from and after such time as cause the Rights become exercisable, all shares reserved for such issuance to be listed on the NYSE or such exchange other exchange, as the case may be, and (ii) cause all Common Shares reserved for issuance upon exercise of the Rights to be listed on the NYSE or approved for listing on such exchange other exchange, as the case may be, upon official notice of issuance. . (c) The Company shall use its best efforts to (i) prepare and file, as soon as practicable after the occurrence of a Triggering Event pursuant to Section 11(a)(ii) for which the consideration to be delivered by the Company upon the exercise of the Rights has been determined in accordance with Section 11(a)(iv) hereof, or as soon as required by law following the Distribution Date, a registration statement under the Securities Act of 1933, as amended (the "Act"), on an appropriate form under the Securities Act with respect to the securities purchasable Rights and the Common Shares issuable upon exercise of the Rights, (ii) use its best efforts to cause such the registration statement to become effective as soon as practicable after such the filing, and (iii) use its best efforts to cause such the registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as exercise of which all of the Rights are no longer exercisable or (B) and the Final Expiration Date. The Company will also take such action as may be appropriate under, or all actions required to ensure compliance with, comply with state securities laws applicable to the securities or "blue sky" laws of Rights and the various states in connection with the Common Shares issuable upon exercise of the Rights. The Company may temporarily suspend, for a period of time not to exceed 120 days after the Distribution Date90 days, the exercisability of the Rights in order to prepare and file such the registration statement and permit it to become effectivestatement. Upon any such suspension, the Company shall issue a public announcement and notice to the Rights Agent stating that the exercisability of the Rights has been temporarily suspended, as well as and the Company shall issue a public announcement at such time as and notice to the Rights Agent when the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the in which any requisite registration or qualification in such jurisdiction shall have has not been obtained. obtained or any requisite notice of exemption has not been filed. (d) The Company covenants and agrees that it will take all such action as may be actions necessary to ensure that all Preferred Shares (or Common Shares and/or other securities, as the case may be) delivered issued upon exercise of Rights shallare, at the time of delivery of the certificates for such Preferred the Common Shares (subject to the payment of the Purchase Price or Common Shares and/or other securitiesthe Exercise Price, as the case may be), subject to payment of the Purchase Price, be duly and validly authorized and issued and issued, fully paid and non-assessable. , freely tradeable, free and clear of any liens, encumbrances or other adverse claims, and not subject to any rights of call or first refusal. (e) The Company further covenants and agrees that it will pay pay, when due and payable payable, any and all federal and state transfer taxes and charges which that may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of the Rights. The Company shall not, however, be required (i) to pay any transfer tax which that may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or the issuance any issuance, delivery, or delivery transfer of certificates or depositary receipts for the Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing the Rights surrendered for exercise, exercise or (ii) to issue or deliver any certificates or depositary receipts certificate for Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of any Rights until any such tax shall have has been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. Any such tax that the Company is not required to pay shall be payable by the holder of the Right Certificate at the time of surrender.

Reservation and Availability of Shares. The Company will cause to be reserved and kept available for the exercise of Rights, out of its authorized but unissued Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) or any Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) held in its treasury, such number of Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) as will be sufficient to permit the exercise in full of all outstanding Rights. So long as any securities purchasable upon the exercise of Rights are listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or approved for listing on such exchange upon official notice of issuance. The Company shall use its best efforts to (i) file, as soon as practicable after the occurrence of a Triggering Event pursuant to Section 11(a)(ii) for which the consideration to be delivered by the Company upon the exercise of the Rights has been determined in accordance with Section 11(a)(iv) hereof, or as soon as required by law following the Distribution Date, a registration statement on an appropriate form under the Securities Act with respect to the securities purchasable upon exercise of the Rights, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable or (B) the Final Expiration Date. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercise of the Rights. The Company may temporarily suspend, for a period of time not to exceed 120 one hundred twenty (120) days after the Distribution Date, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite registration or qualification in such jurisdiction shall have been obtained. The Company will take all such action as may be necessary to ensure that all Preferred Shares (or Common Shares and/or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (or Common Shares and/or other securities, as the case may be), subject to payment of the Purchase Price, be duly and validly authorized and issued and fully paid and non-assessable. The Company will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or deliver any certificates or depositary receipts for Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Shares. The Company will cause to be reserved and kept available for the exercise of Rights, out of its authorized but unissued Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) or any Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) held in its treasury, such number of Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) as will be sufficient to permit the exercise in full of all outstanding Rights. So long as any securities purchasable upon the exercise of Rights are listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or approved for listing on such exchange upon official notice of issuance. The Company shall use its best efforts to (i) file, as soon as practicable after the occurrence of a Triggering Event pursuant to Section 11(a)(ii) for which the consideration to be delivered by the Company upon the exercise of the Rights has been determined in accordance with Section 11(a)(iv) hereof, or as soon as is required by law following the Distribution Date, a registration statement on an appropriate form under the Securities Act with respect to the securities purchasable upon exercise of the Rights, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable or (B) the Final Expiration Date. The Company will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercise of the Rights. The Company may temporarily suspend, for a period of time not to exceed 120 one hundred twenty (120) days after the Distribution Date, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite registration or qualification in such jurisdiction shall have been obtained. The Company will take all such action as may be necessary to ensure that all Preferred Shares (or Common Shares and/or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (or Common Shares and/or other securities, as the case may be), subject to payment of the Purchase Price, be duly and validly authorized and issued and fully paid and non-assessable. The Company will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or deliver any certificates or depositary receipts for Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Shares. (a) The Company Trust covenants and agrees that it will cause to be reserved and kept available for the exercise of Rights, out of its authorized but unissued Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) or any Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) held in its treasury, such number of Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) as will be that are authorized but not outstanding or otherwise reserved for issuance sufficient to permit the exercise in full of all outstanding Rights. Rights as provided in this Agreement. (b) So long as any securities purchasable the Preferred Shares issuable upon the exercise of Rights are may be listed on any national securities exchange, the Company Trust shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares securities reserved for such issuance to be listed on such exchange or approved for listing on any such exchange upon official notice of issuance. issuance upon such exercise. (c) The Company Trust shall use its best efforts to (i) to file, as soon as practicable following the earliest date after the occurrence of a Triggering Event pursuant to Section 11(a)(ii) for Event as of which the consideration to be delivered by the Company Trust upon the exercise of the Rights has been determined in accordance with Section 11(a)(iv) hereof11(a)(iii), or as soon as is required by law following the Distribution Date, as the case may be, a registration statement on an appropriate form under the Securities Act with respect to the securities purchasable issuable upon exercise of the Rights, (ii) to cause such registration statement to become effective as soon as practicable after such filing, filing and (iii) to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable or for such securities and (B) the Final Expiration Date. The Company Trust will also take such action as may be appropriate under, or to ensure compliance with, the securities or "blue sky" sky laws of the various states in connection with the exercise exercisability of the Rights. The Company Trust may temporarily suspend, for a period of time not to exceed 120 days after the Distribution Datedate set forth in Section 9(c)(i), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company Trust shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. The Trust shall notify the Rights Agent whenever it makes a public announcement pursuant to this Section 9(c) and give the Rights Agent a copy of such announcement. Notwithstanding any such provision of this Agreement to the contrary, the Rights shall not be exercisable for securities in any jurisdiction unless if the requisite registration or qualification in such jurisdiction shall not have been obtained. , such exercise therefor shall not be permitted under applicable law or a registration statement in respect of such securities shall not have been declared effective. (d) The Company Trust covenants and agrees that it will take all such action as may be necessary to ensure insure that all one one-thousandths of a Preferred Shares (or Common Shares and/or other securities, as Share issuable upon the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares securities (or Common Shares and/or other securities, as the case may be), subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and non-assessable. nonassessable. (e) The Company Trust further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which that may be payable in respect of the issuance or delivery of the Right Certificates or and of any certificates for Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company Trust shall not, however, be required to pay any transfer tax which or charge that may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or involved in the issuance or delivery of any Right Certificates or of any certificates or depositary receipts for the Preferred Shares (or Common Shares and/or other securities, as the case may be) in to a name Person other than that of, the registered holder of the applicable Right Certificate evidencing Rights surrendered for exerciseCertificate, and prior to any such transfer, issuance or to issue or deliver any certificates or depositary receipts for Preferred Shares (or Common Shares and/or other securitiesdelivery, as the case may be) upon the exercise of any Rights until any such tax or other governmental charge shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) surrender or until it has shall have been established to the Company's Trust’s or the Rights Agent’s satisfaction that no such tax or charge is due.

Reservation and Availability of Shares. (a) The Company covenants and agrees that it will cause to be reserved and kept available for the exercise of Rights, out of its authorized but and unissued Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares Stock and/or other securities) or any Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares Stock and/or other securities) held in its treasury, such the number of Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares Stock and/or other securities) as that will be sufficient (in accordance with the terms of this Agreement, including Section 11(c)(i) hereof) to permit the exercise in full of all outstanding Rights. So long as any securities purchasable upon Prior to the exercise occurrence of Rights are listed on any national securities exchangea Triggering Event, the Company shall use its best efforts not be obliged to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance cause to be listed on reserved and kept available out of its authorized and unissued Common Stock or shares of preferred stock (other than Preferred Shares), any such exchange Common Stock or approved for listing on such exchange upon official notice any shares of issuance. The preferred stock (other than Preferred Shares) to permit exercise of outstanding Rights. (b) If then required by applicable law, the Company shall use its best efforts to (i) file, either (A) as soon as practicable following the earliest date after the occurrence of a Triggering Event pursuant as to Section 11(a)(ii) for which the consideration to be delivered by the Company upon the exercise of the Rights has been determined in accordance with Section 11(a)(ivpursuant to this Agreement or (B) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement on an appropriate form under the Securities Act of 1933, as amended (the "ACT"), with respect to the securities purchasable upon exercise of the RightsRights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable or for such securities and (B) the Final Expiration Datedate of the expiration of the Rights. The If then required by applicable law, the Company will also take such action as may be appropriate under, or to ensure compliance with, under the securities or "blue sky" laws of the various states in connection with the exercise of the Rightsstates. The Company may temporarily suspend, for a period of time not to exceed 120 ninety (90) days after the Distribution Datedate set forth in clause (i) of this Section 9(b), the exercisability of the Rights in order to prepare and file such registration statement and permit it or to become effectivecomply with such blue sky laws. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite registration or qualification in such jurisdiction shall have been obtained. . (c) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares Stock and/or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (or Common Shares and/or other securities, as the case may be), subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and non-assessable. assessable shares. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or of any Preferred Shares (or Common Shares Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares (or Common Shares Stock and/or other securities, as the case may be) in a name other than that of, the registered holder of the Right Rights Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares (or Common Shares Stock and/or other securities, as the case may be) upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Shares. (a) The Company covenants and agrees that, as soon as practicable following the first occurrence of an event referred to in Section 11(a)(ii)(A), (B) or (C) or in the first sentence of Section 13, it will take all such action as may be necessary (except as otherwise provided in Section 11(a)(iii) hereof) to cause to be reserved and kept available for the exercise of Rights, out of its authorized but and unissued Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) or any Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) held in its treasury, such the number of Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) as that will be sufficient to permit the exercise in full of all outstanding Rights. So long as any securities purchasable upon the exercise of Rights are listed on any national securities exchange, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or approved for listing on such exchange upon official notice of issuance. . (b) The Company shall use its best efforts to (i) fileefforts, as soon as practicable after following the first occurrence of a Triggering Event pursuant an event referred to in Section 11(a)(ii11(a)(ii)(A), (B) for which or (C) or in the consideration first sentence of Section 13, to be delivered by the Company upon the exercise of the Rights has been determined in accordance with Section 11(a)(iv(i) hereof, or as soon as required by law following the Distribution Date, file a registration statement on an appropriate form under the Securities Act of 1933, as amended (the "Act"), with respect to the securities Shares purchasable upon exercise of the RightsRights (and, if legally required, the Rights themselves) on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable Redemption Date or (B) the Final Expiration Date. The Company will also take such action as may be appropriate under, or to ensure compliance with, under the securities or "blue sky" sky laws of the various states in connection with the exercise of the Rightsstates. The Company may temporarily suspend, for a period of time not to exceed 120 days after the Distribution Date90 days, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effectivesuch application. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite registration or qualification in such jurisdiction shall have been obtained. such (c) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or Common Shares and/or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (or Common Shares and/or other securities, as the case may be), subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and non-assessable. nonassessable Shares, except as otherwise provided in Section 11(a)(iii). (d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Shares. (a) The Company will shall cause to be reserved and kept available for the exercise of Rights, out of its authorized but unissued the Preferred Shares (andthat have been authorized by the Company's shareholders but are unissued, following or that are held in the occurrence Company's treasury, a number of a Triggering Event, Common Shares and/or other securities) or any the Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) held in its treasury, such number of Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) as will that shall be sufficient to permit the exercise in full of all of the outstanding Rights. So long as any securities purchasable upon the exercise of Rights are listed on any national securities exchange, the . (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares Preferred Shares (or Common Shares or other securities) reserved for such issuance upon exercise of the Rights to be listed on the NYSE or such other exchange or approved for listing on such exchange which the Common Shares then may be listed upon official notice of issuance. issuance or, if the Common Shares are not then listed on an exchange, to cause transactions in Preferred Shares (or Common Shares or other securities) to be quoted in The Nasdaq Stock Market. (c) The Company shall use its best efforts to (i) prepare and file, as soon as practicable after following the occurrence of a Triggering Event pursuant to Section 11(a)(ii) for which the consideration to be delivered by the Company upon the exercise of the Rights has been determined in accordance with Section 11(a)(iv) hereof, or as soon as required by law following the Distribution Share Acquisition Date, a registration statement under the Securities Act on an appropriate form under the Securities Act with respect to the securities Rights and the Preferred Shares (or Common Shares or other securities) purchasable upon exercise of the Rights, (ii) use its best efforts to cause such registration statement to become effective as soon as practicable after such filing, and (iii) use its best efforts to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as exercise of which all of the Rights are no longer exercisable Rights, the Expiration Date or (B) the Final Expiration Date. The Company will also shall take such action as may be appropriate under, or to ensure compliance with, comply with the securities or "blue sky" laws of the various states each state in connection with the exercise which holders of the RightsRights reside. The Company may temporarily suspend, for a period of time not to exceed 120 days after the Distribution Date90 days, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effectivestatement. Upon any such suspension, the Company shall issue a public announcement and notice to the Rights Agent stating that the exercisability of the Rights has been temporarily suspendedsuspended temporarily, as well as and the Company shall issue a further public announcement and notice to the Rights Agent at such time as the suspension is no longer is in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the in which any requisite registration or qualification in such jurisdiction shall have has not been obtained. obtained or any requisite notice of exemption has not been filed. (d) The Company will shall take all such action as may be necessary to ensure assure that all Preferred Shares (or Common Shares and/or or other securities, as the case may be) delivered upon exercise of Rights shallare, at the time of delivery of the certificates for such Preferred Shares therefor (subject to payment of the Purchase Price or Common Shares and/or other securitiesthe Exercise Price, as the case may be), subject to payment of the Purchase Price, be duly and validly authorized and issued and issued, fully paid and non-assessable. nonassessable, freely tradeable, free and clear of any liens, encumbrances or other adverse claims, and not subject to any rights of call or first refusal. (e) The Company will pay shall pay, when due and payable payable, any and all federal and state transfer taxes and charges which that may be payable in respect of the issuance issuance, delivery, or delivery transfer of the Right Rights Certificates or of any Preferred Shares (or Common Shares and/or or other securities, as the case may be) upon the exercise of the Rights. The Company shall not, however, be required (i) to pay any transfer tax which that may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or the issuance any issuance, delivery, or delivery transfer of certificates or depositary receipts for the Preferred Shares (or Common Shares and/or or other securities, as the case may be) in a name other than that of, the registered holder of the Right Rights Certificate evidencing the Rights surrendered for exercise, or (ii) to issue or deliver any certificates or depositary receipts for Preferred Shares (or Common Shares and/or or other securities, as the case may be) upon the exercise of any Rights until any such tax shall have has been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. Any such tax shall be paid by the holder of such Rights Certificate at the time of surrender.

Reservation and Availability of Shares. (a) The Company Trust covenants and agrees that it will cause to be reserved and kept available for the exercise of Rights, at all times out of its authorized but and unissued Preferred Shares or its authorized and issued Preferred Shares held in its treasury (and, following the occurrence of a Triggering EventEvent or a Business Combination, out of its authorized and unissued Common Shares and/or other securities) securities or any Preferred Shares (and, following the occurrence out of a Triggering Event, its authorized and issued Common Shares and/or other securities) securities held in its treasury) free from preemptive rights or any right of first refusal, such a sufficient number of Preferred Shares (and, following the occurrence of a Triggering Event, shares of Common Shares and/or other securities) as will be sufficient to permit the exercise in full of all outstanding Rights. So Rights from time to time outstanding. (b) The Trust further covenants and agrees, so long as any securities purchasable the Preferred Shares (and, following the occurrence of a Triggering Event or a Business Combination, Common Shares and/or other securities) issuable upon the exercise of Rights are may be listed on any United States national securities exchangeexchange or quoted on any automated quotation system, the Company shall to use its best efforts to cause, from and after such the time as that the Rights become exercisable, all such shares and/or other securities reserved for such issuance to be listed on such exchange or approved for listing quoted on such exchange automated quotation system upon official notice of issuance. issuance upon such exercise. (c) The Company shall use its best efforts Trust further covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (i) fileand, as soon as practicable after following the occurrence of a Triggering Event pursuant to Section 11(a)(iior a Business Combination, Common Shares and/or other securities) for which the consideration to be delivered by the Company upon the exercise of Rights shall, at the time of delivery of the certificates for such shares and/or such other securities (subject to payment of the Purchase Price), be duly and validly authorized and issued, fully paid, nonassessable, freely tradeable, not subject to liens or encumbrances, and free of preemptive rights, rights of first refusal or any other restrictions or limitations on the transfer or ownership thereof, of any kind or nature whatsoever. (d) The Trust further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Rights Certificates or of any certificates for Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Trust shall not, however, be required to (i) pay any transfer tax which may be payable in respect of any transfer involved in the issuance or delivery of any Rights Certificates or the issuance or delivery of any certificates for Preferred Shares (or Common Shares and/or other securities as the case may be) to a Person other than, or in a name other than that of, the registered holder of the Rights Certificate evidencing Rights surrendered for exercise or (ii) transfer or deliver any Rights Certificate or issue or deliver any certificates for Preferred Shares (or Common Shares and/or other securities as the case may be) upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Rights Certificate at the time of surrender) or until it has been determined in accordance with Section 11(a)(ivestablished to the Trust's satisfaction that no such tax is due. (e) hereof, or The Trust shall (i) as soon as required by law practicable following a Triggering Event (or such earlier time following the Distribution DateDate as may be required by law), prepare and file a registration statement on an appropriate form under the Securities Act with respect to the securities purchasable upon exercise of the Rights, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable or for such securities and (B) the Final Expiration Date. The Company will Trust shall also take such action as may be necessary or appropriate under, or to ensure compliance with, the securities or "blue sky" laws of the various states in connection with the exercise of the Rights. The Company Trust may temporarily suspend, for a period of time not to exceed 120 90 days after the Distribution Datedate of a Triggering Event, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company Trust shall issue make a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite registration or qualification in such jurisdiction shall have been obtained. The Company will take all such action as may be necessary to ensure that all Preferred Shares (or Common Shares and/or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (or Common Shares and/or other securities, as the case may be), subject to payment of the Purchase Price, be duly and validly authorized and issued and fully paid and non-assessable. The Company will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares (or Common Shares and/or other securities, as the case may be) in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or deliver any certificates or depositary receipts for Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Shares. (a) The Company will shall cause to be reserved and kept available for the exercise of Rights, out of its authorized but unissued the Preferred Shares (andthat have been authorized by the Company's stockholders but are unissued, following or that are held in the occurrence Company's treasury, a number of a Triggering Event, Common Shares and/or other securities) or any the Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) held in its treasury, such number of Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) as will that shall be sufficient to permit the exercise in full of all of the outstanding Rights. So long as any securities purchasable upon the exercise of Rights are listed on any national securities exchange, the . (b) The Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares Preferred Shares (or Common Shares or other securities) reserved for such issuance upon exercise of the Rights to be listed on such the exchange or approved for listing on such exchange which the Common Shares then may be listed upon official notice of issuance. issuance or, if the Common Shares are not then listed on an exchange, to cause transactions in Preferred Shares (or Common Shares or other securities) to be quoted in The Nasdaq Stock Market. (c) The Company shall use its best efforts to (i) prepare and file, as soon as practicable after following the occurrence of a Triggering Event pursuant to Section 11(a)(ii) for which the consideration to be delivered by the Company upon the exercise of the Rights has been determined in accordance with Section 11(a)(iv) hereof, or as soon as required by law following the Distribution Share Acquisition Date, a registration statement under the Securities Act on an appropriate form under the Securities Act with respect to the securities Rights and the Preferred Shares (or Common Shares or other securities) purchasable upon exercise of the Rights, (ii) use its best efforts to cause such registration statement to become effective as soon as practicable after such filing, and (iii) use its best efforts to cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as exercise of which all of the Rights are no longer exercisable Rights, the Expiration Date or (B) the Final Expiration Date. The Company will also shall take such action as may be appropriate under, or to ensure compliance with, comply with the securities or "blue sky" laws of the various states each state in connection with the exercise which holders of the RightsRights reside. The Company may temporarily suspend, for a period of time not to exceed 120 days after the Distribution Date90 days, the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effectivestatement. Upon any such suspension, the Company shall issue a public announcement and notice to the Rights Agent stating that the exercisability of the Rights has been temporarily suspendedsuspended temporarily, as well as and the Company shall issue a further public announcement and notice to the Rights Agent at such time as the suspension is no longer is in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the in which any requisite registration or qualification in such jurisdiction shall have has not been obtained. obtained or any requisite notice of exemption has not been filed. (d) The Company will shall take all such action as may be necessary to ensure assure that all Preferred Shares (or Common Shares and/or or other securities, as the case may be) delivered upon exercise of Rights shallare, at the time of delivery of the certificates for such Preferred Shares therefor (subject to payment of the Purchase Price or Common Shares and/or other securitiesthe Exercise Price, as the case may be), subject to payment of the Purchase Price, be duly and validly authorized and issued and issued, fully paid and non-assessable. nonassessable, freely tradeable, free and clear of any liens, encumbrances or other adverse claims, and not subject to any rights of call or first refusal. (e) The Company will pay shall pay, when due and payable payable, any and all federal and state transfer taxes and charges which that may be payable in respect of the issuance issuance, delivery, or delivery transfer of the Right Rights Certificates or of any Preferred Shares (or Common Shares and/or or other securities, as the case may be) upon the exercise of the Rights. The Company shall not, however, be required (i) to pay any transfer tax which that may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or the issuance any issuance, delivery, or delivery transfer of certificates or depositary receipts for the Preferred Shares (or Common Shares and/or or other securities, as the case may be) in a name other than that of, the registered holder of the Right Rights Certificate evidencing the Rights surrendered for exercise, or (ii) to issue or deliver any certificates or depositary receipts for Preferred Shares (or Common Shares and/or or other securities, as the case may be) upon the exercise of any Rights until any such tax shall have has been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due. Any such tax shall be paid by the holder of such Rights Certificate at the time of surrender.

Reservation and Availability of Shares. (a) The Company covenants and agrees that it will cause to be reserved and kept available for the exercise of Rights, out of its authorized but and unissued Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares Stock and/or other securities) or any Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares Stock and/or other securities) held in its treasury, such the number of Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares Stock and/or other securities) as that will be sufficient (in accordance with the terms of this Agreement, including Section 11(c)(i) hereof) to permit the exercise in full of all outstanding Rights. So long as any securities purchasable upon Prior to the exercise occurrence of Rights are listed on any national securities exchangea Triggering Event, the Company shall use its best efforts not be obliged to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance cause to be listed on reserved and kept available out of its authorized and unissued Common Stock or shares of preferred stock (other than Preferred Shares), any such exchange Common Stock or approved for listing on such exchange upon official notice any shares of issuance. The preferred stock (other than Preferred Shares) to permit exercise of outstanding Rights. (b) If then required by applicable law, the Company shall use its best efforts to (i) file, either (A) as soon as practicable following the earliest date after the occurrence of a Triggering Event pursuant as to Section 11(a)(ii) for which the consideration to be delivered by the Company upon the exercise of the Rights has been determined in accordance with Section 11(a)(ivpursuant to this Agreement or (B) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement on an appropriate form under the Securities Act of 1933, as amended (the "Act"), with respect to the securities --- purchasable upon exercise of the RightsRights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable or for such securities and (B) the Final Expiration Datedate of the expiration of the Rights. The If then required by applicable law, the Company will also take such action as may be appropriate under, or to ensure compliance with, under the securities or "blue sky" laws of the various states in connection with the exercise of the Rightsstates. The Company may temporarily suspend, for a period of time not to exceed 120 ninety (90) days after the Distribution Datedate set forth in clause (i) of this Section 9(b), the exercisability of the Rights in order to prepare and file such registration statement and permit it or to become effectivecomply with such blue sky laws. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite registration or qualification in such jurisdiction shall have been obtained. . (c) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares Stock and/or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (or Common Shares and/or other securities, as the case may be), subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and non-assessable. non- assessable shares. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or of any Preferred Shares (or Common Shares Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares (or Common Shares Stock and/or other securities, as the case may be) in a name other than that of, the registered holder of the Right Rights Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares (or Common Shares Stock and/or other securities, as the case may be) upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.

Reservation and Availability of Shares. (a) The Company Trust covenants and agrees that it will cause to be reserved and kept available for the exercise of Rights, out of its authorized but and unissued Preferred Shares (and, following the occurrence of a Triggering Event, out of its authorized and unissued Common Shares and/or other securities) securities or any Preferred Shares (and, following the occurrence out of a Triggering Event, Common Shares and/or other securities) its authorized and issued shares held in its treasury), such the number of Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) that, as provided in this Agreement, including Section 11(a)(iii) hereof, will be sufficient to permit the exercise in full of all outstanding Rights. . (b) So long as any securities purchasable the Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares and/or other securities) issuable and deliverable upon the exercise of the Rights are may be listed on any national securities exchange, the Company Trust shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed on such exchange or approved for listing on such exchange upon official notice of issuance. issuance upon such exercise. (c) The Company Trust shall use its best efforts to (i) file, as soon as practicable following the earliest date after the first occurrence of a Triggering Event pursuant to Section 11(a)(ii) for Event on which the consideration to be delivered by the Company Trust upon the exercise of the Rights has been determined in accordance with Section 11(a)(iv11(a)(iii) hereof, or as soon as required by law following the Distribution Date, a registration statement on an appropriate form under the Securities Act of 1933 (the “Act”) with respect to the securities purchasable upon exercise of the RightsRights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable or for such securities, and (B) the Final Expiration Datedate of the expiration of the Rights. The Company Trust will also take such action as may be appropriate under, or to ensure compliance with, the securities or "“blue sky" ” laws of the various states in connection with the exercise exercisability of the Rights. The Company Trust may temporarily suspend, for a period of time not to exceed 120 ninety (90) days after the Distribution Datedate set forth in clause (i) of the first sentence of this Section 9(c), the exercisability of the Rights in order to prepare and file such registration statement and permit it to become effective. Upon any such suspension, the Company Trust shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. In addition, if the Trust shall determine that a registration statement is required following the Distribution Date, the Trust may temporarily suspend the exercisability of the Rights until such time as a registration statement has been declared effective. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless if the requisite registration or qualification in such jurisdiction shall not have been obtained. , the exercise thereof shall not be permitted under applicable law or a registration statement shall not have been declared effective. (d) The Company Trust covenants and agrees that it will take all such action as may be necessary to ensure that all one one-thousandths of a Preferred Shares Share (or and, following the occurrence of a Triggering Event, Common Shares and/or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares shares (or Common Shares and/or other securities, as the case may be), Units) (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and non-assessable. nonassessable. (e) The Company Trust further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or and of any certificates for a number of one one- thousandths of a Preferred Shares Share (or Common Shares and/or other securities, as the case may be) upon the exercise of Rights. The Company Trust shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or the issuance or delivery of a number of one one- thousandths of a Preferred Share (or Common Shares and/or other securities, as the case may be) in respect of a name other than that of, the registered holder of the Rights Certificates evidencing Rights surrendered for exercise or to issue or deliver any certificates or depositary receipts for the a number of one one-thousandths of a Preferred Shares Share (or Common Shares and/or other securities, as the case may be) in a name other than that of, of the registered holder of the Right Certificate evidencing Rights surrendered for exercise, or to issue or deliver any certificates or depositary receipts for Preferred Shares (or Common Shares and/or other securities, as the case may be) upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's Trust’s satisfaction that no such tax is due.

Reservation and Availability of Shares. (a) The Company covenants and agrees that it will cause to be reserved and kept available for the exercise of Rights, out of its authorized but and unissued Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares Stock and/or other securities) or any Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares Stock and/or other securities) held in its treasury, such the number of Preferred Shares (and, following the occurrence of a Triggering Event, Common Shares Stock and/or other securities) as that will be sufficient (in accordance with the terms of this Agreement, including Section 11(c)(i) hereof) to permit the exercise in full of all outstanding Rights. So long as any securities purchasable upon Prior to the exercise occurrence of Rights are listed on any national securities exchangea Triggering Event, the Company shall use its best efforts not be obliged to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance cause to be listed on reserved and kept available out of its authorized and unissued Common Stock or shares of preferred stock (other than Preferred Shares), any such exchange Common Stock or approved for listing on such exchange upon official notice any shares of issuance. The preferred stock (other than Preferred Shares) to permit exercise of outstanding Rights. (b) If then required by applicable law, the Company shall use its best efforts to (i) file, either (A) as soon as practicable following the earliest date after the occurrence of a Triggering Event pursuant as to Section 11(a)(ii) for which the consideration to be delivered by the Company upon the exercise of the Rights has been determined in accordance with Section 11(a)(ivpursuant to this Agreement or (B) hereof, or as soon as is required by law following the Distribution Date, as the case may be, a registration statement on an appropriate form under the Securities Act of 1933, as amended (the "Act"), with respect to the securities purchasable upon exercise of the RightsRights on an appropriate form, (ii) cause such registration statement to become effective as soon as practicable after such filing, and (iii) cause such registration statement to remain effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of (A) the date as of which the Rights are no longer exercisable or for such securities and (B) the Final Expiration Datedate of the expiration of the Rights. The If then required by applicable law, the Company will also take such action as may be appropriate under, or to ensure compliance with, under the securities or "blue sky" laws of the various states in connection with the exercise of the Rightsstates. The Company may temporarily suspend, for a period of time not to exceed 120 ninety (90) days after the Distribution Datedate set forth in clause (i) of this Section 9(b), the exercisability of the Rights in order to prepare and file such registration statement and permit it or to become effectivecomply with such blue sky laws. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite registration or qualification in such jurisdiction shall have been obtained. . (c) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares (or or, following the occurrence of a Triggering Event, Common Shares Stock and/or other securities, as the case may be) delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (or Common Shares and/or other securities, as the case may be), subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and non-assessable. non- assessable shares. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Rights Certificates or of any Preferred Shares (or Common Shares Stock and/or other securities, as the case may be) upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Rights Certificates to a Person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares (or Common Shares Stock and/or other securities, as the case may be) in a name other than that of, the registered holder of the Right Rights Certificate evidencing Rights surrendered for exercise, exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares (or Common Shares Stock and/or other securities, as the case may be) upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Rights Certificate at the time of surrender) or until it has been established to the Company's satisfaction that no such tax is due.