Common use of Change of Rights Agent Clause in Contracts

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authority. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authority. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2123, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' ’ prior notice in writing mailed to the Company and Company, and, if known to the Rights Agent, to each transfer agent of the shares of Common Preferred Stock and Preferred the Common Stock, if any, by registered or certified mail, and, subsequent in which case the Company shall give or cause to be given written notice to the Distribution Date, to the registered holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' ’ prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and the Preferred Stock, if any, Stock by registered or certified mail, and subsequent to the Distribution Date, to the registered holders of the Right Rights Certificates by first-class mail. In the event a transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation Person organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust, stock transfer transfer, or corporate trust powers and stockholder services powers, is be subject to supervision or examination by federal or state authorityauthorities, and has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (b) an Affiliate of a Person described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose; but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock andStock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights Certificates by first-class mail. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and or Preferred Stock, if any, Stock by registered or certified mail, and, subsequent to following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and or Preferred Stock, if any, Stock by registered or certified mail, and subsequent to and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or the laws of any state at of the United StatesStates or the District of Columbia, in good standing, having a principal an office in the United States State of AmericaTexas, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the or Preferred Stock Stock, and, subsequent to following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and the Preferred Stock, if any, Stock by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and the Preferred Stock, if any, Stock by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. Notwithstanding the foregoing provisions of this Section 21, in no event shall the resignation or removal of a Rights Agent be effective until a successor Rights Agent shall have been appointed and have accepted such appointment. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered incumbent Rights Agent or the holder of record of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of any state at the United Statesthereof, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination in the conduct of its corporate trust or stock transfer business by federal or state authorityauthorities and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $5,000,000 or (b) an Affiliate controlled by a corporation described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; , but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock andStock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. Notwithstanding the foregoing provisions, in the event of resignation, removal or incapacity of the Rights Agent, the Company shall have the authority to act as the Rights Agent until a successor Rights Agent shall have assumed the duties of the Rights Agent hereunder.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty days' ’ notice in writing mailed to the Company and and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the shares of Common Stock Shares and the Preferred Stock, if any, Shares by registered or certified mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, and, subsequent the Rights Agent will be deemed to the Distribution Date, to the holders have resigned automatically and be discharged from its duties under this Agreement as of the Right Certificates by first-class maileffective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock Shares and the Preferred Stock, if any, Shares by registered or certified mail, and subsequent to and, after the Distribution Date, to the holders of the Right Certificates by first-first class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his such Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation or trust company organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and powers, is subject to supervision or examination by federal or state authority, and has, along with its Affiliates, at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but , and the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and shall execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares and the Preferred Stock Shares, and, subsequent to after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, andand to the holders of the Rights Certificates in accordance with Section 26 hereof, subsequent or, if prior to the Distribution Date, to the holders of Rights through any filing made by the Right Certificates by first-class mailCompany pursuant to the Exchange Act. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 thirty days' notice in writing, writing mailed to the Rights Agent or successor Rights Agent, as the case may be, and shall provide notice thereof to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the holders of the Rights Certificates in accordance with Section 26 hereof, or, if prior to the Distribution Date, to the holders of Rights through any filing made by the Right Certificates by first-class mailCompany pursuant to the Exchange Act. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate or the resigning or removed Rights Agent may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (i) a corporation organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States State of AmericaKansas, the State of Missouri or the State of New York, which is authorized under the laws of such laws state(s) to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (ii) a subsidiary of a corporation described in clause (i) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but and the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock andStock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights Certificates in accordance with Section 26 hereof, or, if prior to the Distribution Date, give notice to the holders of Rights through any filing made by the Company pursuant to the Exchange Act. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mailCompany. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the Rights Agent or any registered holder of any Right Rights Certificate may apply apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business and in good standing under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authority. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock and, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' thirty days notice in writing mailed to the Company and and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the shares of Common Stock Shares and the Preferred Stock, if any, Shares by registered or certified mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, and, subsequent the Rights Agent will be deemed to the Distribution Date, to the holders have resigned automatically and be discharged from its duties under this Agreement as of the Right Certificates by first-class maileffective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' thirty days notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock Shares and the Preferred Stock, if any, Shares by registered or certified mail, and subsequent to and, after the Distribution Date, to the holders of the Right Certificates by first-first class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his such Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation or trust company organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and powers, is subject to supervision or examination by federal or state authority, and has, along with its Affiliates, at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but , and the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and shall execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares and the Preferred Stock Shares, and, subsequent to after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' ’ prior notice in writing mailed to the Company and and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the shares Common Shares of Common Stock and the Company or Preferred Stock, if any, by registered or certified mail, and, subsequent Shares known to the Distribution DateRights Agent. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to the holders have resigned automatically and be discharged from its duties under this Agreement as of the Right Certificates by first-class maileffective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days' ’ prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Shares of the Company or Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who which holder shall, with such notice, submit his such holder’s Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a corporation Person, other than a natural Person, organized and doing business under the laws of the United States (or of any state at of the United States), in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has, along with its Affiliates, at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million or (b) an Affiliate or direct or indirect wholly-owned Subsidiary of such Person or its wholly-owning parent. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for such purpose, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the purposeforegoing; and, except as the context herein otherwise requires, such successor Rights Agent shall be deemed to be the “Rights Agent” for all purposes of this Agreement. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares of the Company or Preferred Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' ’ notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and or the Preferred Stock, if any, Stock by registered or certified mail, and, subsequent to if such resignation occurs after the Distribution Date, to the registered holders of the Right Certificates by first-class mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to resign automatically on the effective date of such termination; and any required notice will be sent by the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and the Preferred Stock, if any, Stock by registered or certified mail, and subsequent to and, if such removal occurs after the Distribution Date, to the registered holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the resigning, removed, or incapacitated Rights Agent shall remit to the Company, or to any successor Rights Agent designated by the Company, all books, records, funds, certificates or other documents or instruments of any kind then in its possession which were acquired by such resigning, removed or incapacitated Rights Agent in connection with its services as Rights Agent hereunder, and shall thereafter be discharged from all duties and obligations hereunder. Following notice of such removal, resignation or incapacity, the Company shall appoint a successor to the such Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation Person organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in the United States of AmericaState thereof, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (b) an affiliate of a Person described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock Stock, and, subsequent to if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' ’ notice in writing mailed to the Company and to each transfer agent of the shares of Preferred Shares and the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' ’ notice in writing, mailed to the such Rights Agent or such successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right or her Rights Certificate for inspection by the Company), then the Rights Agent or the registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust or stockholder services powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $10 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment m the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Preferred Shares and the Preferred Stock andCommon Shares, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mailCompany. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the Company shall become the Rights Agent until a successor Rights Agent has been appointed, and any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust or shareholder services powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock andStock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor ---------------------- Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and or Preferred Stock, if any, Stock by registered or certified mail, and, subsequent to following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and or Preferred Stock, if any, Stock by registered or certified mail, and subsequent to and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or the laws of any state at of the United StatesStates or the District of Columbia, in good standing, having a principal an office in the United States State of AmericaTexas or the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the or Preferred Stock Stock, and, subsequent to following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and or Preferred Stock, if any, Stock by registered or certified mail, and, subsequent to following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and or Preferred Stock, if any, Stock by registered or certified mail, and subsequent to and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation Person organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in the United States of AmericaState thereof, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the or Preferred Stock Stock, and, subsequent to following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company, the registrar of the Company and to each transfer agent of the shares of Common Stock Shares and Preferred Stock, if any, Series A First Preference Shares by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, to the registrar of the Company and to each transfer agent of the Common Stock Shares and Preferred Stock, if any, Series A First Preference Shares by registered or certified mail, and and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authority. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent Agent, with the registrar of the Company and each transfer agent of the Common Stock Shares and the Preferred Stock Series A First Preference Shares, and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty days' ’ prior notice in writing mailed to the Company and and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Common Shares or Preferred Shares, to each transfer agent of for the shares of Common Stock and Shares or Preferred Stock, if anyShares, by registered or certified mail, and, subsequent to if such resignation occurs after the Distribution Date, to the holders of the Right Rights Certificates by first-class mailin accordance with Section 26. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty days' ’ prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Common Shares or Preferred Shares, to each transfer agent of for the Common Stock and Shares or Preferred Stock, if anyShares, by registered or certified mail, and subsequent to and, if such removal occurs after the Distribution Date, to the holders of the Right Rights Certificates by first-class mailin accordance with Section 26. In the event that the Rights Agent or one of its Affiliates is also the transfer agent for the Common Shares or Preferred Shares and the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned as the Rights Agent automatically and be discharged from its duties under this Agreement as of the effective date of such termination (subject to the appointment of a successor Rights Agent pursuant to this Section 21), and the Company shall be responsible for sending the required notice. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right such holder’s Rights Certificate for inspection by the Company), then the registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation an entity organized and doing business under the laws of the United States of America or of any state at of the United StatesStates of America (so long as such entity is authorized to do business as a banking institution in such state), in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthorities and which has at the time of its appointment as Rights Agent a combined capital and surplus, along with its Affiliates, of at least $50,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of for the Common Stock and the Shares or Preferred Stock Shares, and, subsequent to if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right CertificatesRights Certificates in accordance with Section 26. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and or Preferred Stock, if any, Stock by registered or certified mail, and, subsequent to following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and or Preferred Stock, if any, Stock by registered or certified mail, and subsequent to and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a bank or corporation organized and doing business under the laws of the United States or the laws of any state at of the United StatesStates or the District of Columbia, in good standing, having a principal an office in the United States State of AmericaIllinois, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the or Preferred Stock Stock, and, subsequent to following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the shares of Common Stock Shares and Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock Shares and Preferred Stock, if anyShares, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the incumbent Rights Agent or any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of any other state at of the United States, States in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer powers or corporate trust powers and is subject to supervision or examination by federal or state authority(b) an affiliate of a corporation described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares and the Preferred Stock andShares, subsequent to the Distribution Date, and a mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' ’ notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Ordinary Shares or Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Ordinary Shares or Preferred Stock, if any, Shares by registered or certified mail, and subsequent to and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation Person organized and doing business under the laws of the United States or the laws of any state at of the United StatesStates or the District of Columbia, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock corporate trust or share transfer or corporate trust shareowner services powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of such a Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver deliver, if applicable, any further assurance, conveyance, act or deed necessary for the that purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Ordinary Shares or Preferred Stock Shares, and, subsequent to following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company Company, and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign resigns or be is removed or shall otherwise become becomes incapable of acting, the Company shall will appoint a successor to the Rights Agent. If the Company shall fail fails to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shallwill, with such notice, submit his Right such holder's Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall will be a corporation organized and doing business under the laws of the United States or a State of any state at the United States, in good standing, having a principal office in the United States of America, which that is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $25,000,000. After appointment, the successor Rights Agent shall will be vested with the same powers, rights, duties duties, and responsibilities as if it had been originally named as Rights Agent without further Further act or deed; but , except that the predecessor Rights Agent shall will deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, under this Agreement and execute and deliver any further assurance, conveyance, act act, or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall will file notice thereof of such appointment in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock andCommon Stock, subsequent to the Distribution Date, and mail a notice thereof of such appointment in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 212 1, however, or any defect thereinin such notice, shall will not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the shares Common Shares of Common Stock and the Company or Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Shares of the Company or Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at of the United StatesStates (so long as such corporation is authorized to do business as a banking institution under such laws), in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthorities and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares of the Company or Preferred Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to appoint a successor Rights Agent or to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and or Preferred Stock, if any, Stock by registered or certified mail, and, subsequent to following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and or Preferred Stock, if any, Stock by registered or certified mail, and subsequent to and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights AgentAgent or its agents, whether appointed by the Company or by such a court, shall be a corporation or bank organized and doing business under the laws of the United States or the laws of any state at of the United StatesStates or the District of Columbia, in good standing, having a principal an office in the United States State of AmericaArizona or the State of New York, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the or Preferred Stock Stock, and, subsequent to following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' ’ notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock Shares, the Class B Common Shares and the Preferred StockShares known to the Rights Agent, if anyafter due inquiry, by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates (or, prior to the Distribution Date, of the Common Shares and the Class B Common Shares ) by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock Shares, the Class B Common Shares and the Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates (or, prior to the Distribution Date, of the Common Shares and the Class B Common Shares) by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares and the Class B Common Shares) (who shall, with such notice, submit his such holder’s Right Certificate or, prior to the Distribution Date, the certificate representing such holder’s Common Shares or Class B Common Shares, for inspection by the Company), then the registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Shares and the Class B Common Shares) may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation Person organized and doing business under the laws of the United States or of the State of New York (or of any other state at of the United StatesStates so long as such entity is authorized to conduct a stock transfer or corporate trust business in the State of New York), in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal Federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000; provided, however, that the principal transfer agent for the Common Shares shall in any event be qualified to be the Rights Agent. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares, the Class B Common Shares and the Preferred Stock andShares, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right CertificatesCertificates (or, prior to the Distribution Date, of the Common Shares and the Class B Common Shares). Failure to give any notice provided for in this Section 2122, however, or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and the Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates (or, prior to the Distribution Date, of the Common Stock) by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, writing mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and the Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates (or, prior to the Distribution Date, of the Common Stock) by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (or, prior to the Distribution Date, of Common Stock) (who shall, with such notice, submit his or her Right Certificate or, prior to the Distribution Date, the certificate representing his or her Common Stock, for inspection by the Company), then the registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Stock) may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (A) a corporation Person in good standing organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in of the United States of America, which is authorized under so long as such laws to exercise stock transfer or corporate trust powers and Person is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least fifty million dollars ($50,000,000), or (B) an affiliate of a Person described in clause (A) of this sentence; provided that the principal transfer agent for the Common Stock shall in any event be qualified to be the Rights Agent. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but provided, however, that the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunderunder this Rights Agreement, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock andShares, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right CertificatesCertificates (or, prior to the Distribution Date, of the Common Stock). Failure to give any notice provided for in this Section 2122, however, or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Shares or Preferred Stock, if any, Shares known to the Rights Agent by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mailin accordance with the applicable provisions of Section 26 hereof. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who which holder shall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation Person 40 organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million or (b) a wholly owned subsidiary of a Person which subsidiary is organized and doing business under the laws of the United States or of any state of the United States, is in good standing, is authorized under such laws to exercise stock transfer powers and is subject to supervision or examination by federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares or Preferred Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' ’ notice in writing mailed to the Company and to each transfer agent of the shares Common Shares of Common Stock and Preferred Stock, if any, the Company known to the Rights Agent by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, Shares of the Company by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his such holder’s Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (i) a corporation Person organized and doing business under the laws of the United States or of any state at of the United StatesStates so long as such Person is authorized to do business as a banking institution under such laws, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthorities and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million or (ii) an affiliate of an institution that satisfies the requirements set forth in clause (i) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares of the Company, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to appoint a successor Rights Agent or to give any notice provided for in this Section SECTION 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the shares Common Shares of Common Stock the Company and Preferred StockShares by registered, if any, by registered certified or certified express mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock Shares of the Company and Preferred StockShares by registered, if any, by registered certified or certified express mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at of the United StatesStates so long as such corporation is authorized to do business as a banking institution under such laws, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthorities and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares of the Company or Preferred Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to appoint a successor Rights Agent or to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company Company, and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign resigns or be is removed or shall otherwise become becomes incapable of acting, the Company shall will appoint a successor to the Rights Agent. If the Company shall fail fails to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shallwill, with such notice, submit his Right such holder's Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall will be a corporation organized and doing business under the laws of the United States or a State of any state at the United States, in good standing, having a principal office in the United States of America, which that is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $25,000,000. After appointment, the successor Rights Agent shall will be vested with the same powers, rights, duties duties, and responsibilities as if it had been originally named as Rights Agent without further act or deed; but , except that the predecessor Rights Agent shall will deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, under this Agreement and execute and deliver any further assurance, conveyance, act act, or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall will file notice thereof of such appointment in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock andCommon Stock, subsequent to the Distribution Date, and mail a notice thereof of such appointment in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section SECTION 21, however, or any defect thereinin such notice, shall will not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty days' ’ notice in writing mailed to the Company and and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, if known to the Rights Agent, to each transfer agent of the shares of Common Stock Shares and the Preferred Stock, if any, Shares by registered or certified mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, and, subsequent the Rights Agent will be deemed to the Distribution Date, to the holders have resigned automatically and be discharged from its duties under this Agreement as of the Right Certificates by first-class maileffective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock Shares and the Preferred Stock, if any, Shares by registered or certified mail, and subsequent to and, after the Distribution Date, to the holders of the Right Certificates by first-first class mail. If the Rights Agent shall resign or be removed removed, or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent Agent, or by the holder of a Right Certificate (who shall, with such notice, submit his such Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation Person organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and powers, is subject to supervision or examination by federal or state authority, and has, along with its Affiliates, at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but , and the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and shall execute and deliver any further assurance, conveyance, act or deed necessary for the purpose; provided, that, such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares and the Preferred Stock Shares, and, subsequent to after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' written notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, Stock by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writingwritten 25 notice, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, Stock by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after of giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of the State of Georgia (or any other state at of the United StatesStates so long as such corporation is authorized to do business as a banking institution in the State of Georgia), in good standing, having a principal office in the United States State of AmericaGeorgia, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (b) an Affiliate of a corporation described in SECTION 21(a). After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock Stock, and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section SECTION 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company Brillian and to each transfer agent of the shares of Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company Brillian may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and subsequent to and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company Brillian shall appoint a successor to the Rights Agent. If the Company Brillian shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who which holder shall, with such notice, submit his Right Certificate for inspection by the CompanyBrillian), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company Brillian or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at State of the United StatesStates or the District of Columbia, in good standing, having a principal an office in the United States State of AmericaCalifornia or New York, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company Brillian shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Shares or Preferred Stock Shares, and, subsequent to following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the shares of Preferred Stock and the Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to at the Distribution DateCompany's expense, to the holders of the Right Certificates by first-first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Stock and the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the Company shall become the temporary Rights Agent and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (i) a corporation Person organized and doing business under the laws of the United States or of the State of New York (or of any other state at of the United StatesStates so long as such Person is authorized to do business as a banking or trust institution in the State of New York), in good standing, having a principal an office in the United States State of AmericaNew York, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority or which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $25 million or (ii) an affiliate or such Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Preferred Stock and the Preferred Stock andCommon Stock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2120, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Subject to Section 25, the Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' ’ notice in writing mailed to the Company and and, in the event the Rights Agent or one of its Affiliates is not the transfer agent to the Company, to each transfer agent of the shares of Common Stock Shares and the Preferred Stock, if any, by registered or certified mail, and, subsequent Shares known to the Distribution Date, to Rights Agent. The Company shall notify the holders of the Right Certificates (or, prior to the Distribution Date, of the Common Shares) by first-class mail. In the event any transfer agency relationship in effect between the Company and the Rights Agent or any of its Affiliates terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties as Rights Agent under this Agreement as of the effective date of such termination, and the Company shall be responsible for distributing any required notice to other Persons. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and in the event the Rights Agent or any one of its Affiliates is not the transfer agent to the Company, to each transfer agent of the Common Stock Shares and the Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates (or, prior to the Distribution Date, of the Common Shares) by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares) (who shall, with such notice, submit his such holder’s Right Certificate or, prior to the Distribution Date, the certificate representing such holder’s Common Shares, for inspection by the Company), then the registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Shares) may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation Person organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal Federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital (with its direct or indirect parents and Subsidiaries) and surplus of at least $50,000,000; provided, however, that the principal transfer agent for the Common Shares shall in any event be qualified to be the Rights Agent. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any reasonable further assurance, conveyance, act or deed necessary for the purpose, without limiting any of its rights or remedies hereunder. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares and the Preferred Stock andShares, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure Certificates (or, prior to give any notice provided for in this Section 21the Distribution Date, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may beCommon Shares).

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to if such resignation occurs after the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to and, if such removal occurs after the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a corporation corporation, business trust or limited liability company organized and doing business under the laws of the United States or of any other state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million or (b) a direct or indirect wholly owned subsidiary of such an entity. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it the predecessor Rights Agent hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock Shares, and, subsequent to if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the shares of Preferred Stock and the Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to at the Distribution DateCompany's expense, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Stock and the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the Company shall become the temporary Rights Agent and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state at of the United StatesStates so long as such corporation is authorized to do business as a banking or trust institution in the State of New York), in good standing, having a principal office in the United States State of AmericaNew York, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority or which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $25 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Preferred Stock and the Preferred Stock andCommon Stock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' ’ notice in writing mailed to the Company and to each transfer agent of the shares of Preferred Shares and the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' ’ notice in writing, mailed to the such Rights Agent or such successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right or her Rights Certificate for inspection by the Company), then the Rights Agent or the registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust or stockholder services powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $10 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Preferred Shares and the Preferred Stock andCommon Shares, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, Stock by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, Stock by registered or certified mail, and and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his or her Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States State of AmericaNew York, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (b) an Affiliate of a corporation described in clause 21(a). After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock Stock, and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the registered holder of a Right Certificate (who shallor, with such noticeprior to the Distribution Date, submit his Right Certificate for inspection by the Companyof Common Shares), then the Rights Agent or any registered holder of any a Right Certificate (or, prior to the Distribution Date, of Common Shares) may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties duties, and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent for the Common Shares of the Common Stock Company and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2122, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, notice shall be given by the Company to each transfer agent of the shares of Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, and, subsequent the Rights Agent will be deemed to the Distribution Date, to the holders have resigned automatically and be discharged from its duties as Rights Agent under this Agreement as of the Right Certificates by first-class maileffective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class first‑class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who which holder shall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a corporation Person organized and doing business under the laws of the United States or of any state at of the United StatesStates so long as such corporation is authorized to do business as a banking institution in such state), in good standing, having a principal office in the United States of America, standing which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million (including its direct and indirect parents and Subsidiaries) or (b) an Affiliate or direct or indirect wholly-owned Subsidiary of such Person or its wholly-owning parent. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares or Preferred Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to at the Distribution Dateexpense of the Company, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, court shall be a corporation organized and doing business under the laws of the United States (or of any other state at of the United StatesStates so long as such corporation is authorized to do business as a banking institution in such state), in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Stock, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' days notice in writing mailed to the Company Company, and to each transfer agent of the shares of Series A Preferred Stock or Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Series A Preferred Stock or Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation or trust company organized and doing business under the laws of the United States or the State of North Carolina (or of any other state at of the United StatesStates so long as such corporation is authorized to do business as a banking institution in the State of North Carolina), in good standing, having a principal office in the United States of America, which that is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authority. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Stock, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' ’ notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and or Preferred Stock, if any, Stock by registered or certified mail, and, subsequent to the Distribution Date, to . The Company shall promptly notify the holders of the Right Certificates by first-class mailmail of any such resignation following the Distribution Date. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and or Preferred Stock, if any, Stock by registered or certified mail, and subsequent to and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the resigning, removed, or incapacitated Rights Agent shall remit to the Company, or to any successor Rights Agent designated by the Company, all books, records, funds, certificates or other documents or instruments of any kind then in its possession which were acquired by such resigning, removed or incapacitated Rights Agent in connection with its services as Rights Agent hereunder, and shall thereafter be discharged from all duties and obligations hereunder. Following notice of such removal, resignation or incapacity, the Company shall appoint a successor to the such Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (A) a corporation organized and doing business under the laws of the United States or of the State of New York or Texas (or any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York or Texas), in good standing, having an office or an affiliate with an office in the State of New York which is authorized under such laws to exercise corporate trust or stock transfer powers and is subject to supervision or examination by Federal or state authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million or (B) an affiliate of a corporation described in clause (A) of this sentence which is a corporation organized and doing business under the laws of the United StatesStates or of the State of New York or Texas (or any other state of the United States so long as such corporation is authorized to do business as a banking institution in the State of New York or Texas), in good standing, having a principal office in the United States State of AmericaNew York, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal Federal or state authority. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the or Preferred Stock Stock, and, subsequent to following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the registered holder of a Right Certificate (who shallor, with such noticeprior to the Distribution Date, submit his Right Certificate for inspection by the Companyof Common Shares), then the Rights Agent or any registered holder of any a Right Certificate (or, prior to the Distribution Date, of Common Shares) may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent for the Common Shares of the Common Stock Company and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2122, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any ---------------------- successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the resigning, removed, or incapacitated Rights Agent shall remit to the Company, or to any successor Rights Agent designated by the Company, all books, records, funds, certificates and other documents and instruments of any kind then in its possession which were acquired or created by such resigning, removed or incapacitated Rights Agent in connection with its services as Rights Agent hereunder, and shall thereafter be discharged from all further duties and obligations hereunder. Following notice of such removal, resignation or incapacity, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a corporation organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which either has or is an affiliate of a corporation which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000, or (b) an affiliate of such corporation. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock andStock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation registration or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 at least thirty (30) days' ’ notice in writing mailed to the Company and in accordance with Section 27 hereof, and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the shares of Common Preferred Stock and Preferred the Common Stock, if any, by registered or certified first-class mail, andpostage prepaid, subsequent or nationally recognized overnight delivery, in which case the Company will give or cause to be given written notice to the Distribution Date, to the registered holders of the Right Rights Certificates by first-class mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 at least thirty (30) days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to and, if such removal occurs after the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign resigns or be is removed or shall otherwise become becomes incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail fails to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who such holder shall, with such notice, submit his Right its Rights Certificate for inspection by the Company), then the incumbent Rights Agent or any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation Person organized and doing business under the laws of the United States or of any state at the United StatesState thereof, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust stockholder services powers and is subject to supervision which at the time of its appointment as Rights Agent has, along with its affiliates, a combined capital and surplus of at least $50,000,000 or examination by federal or state authority(b) an affiliate of a Person described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent under this Agreement without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purposepurpose in each case at the sole expense of the Company. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock Stock, and, subsequent to if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) calendar days' ’ notice in writing mailed to the Company Company, and to each the transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. In the event any transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 no less than thirty (30) calendar days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each the transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to and, if such removal occurs after the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the any registered holder of a Right Rights Certificate (who shall, with such notice, submit his Right such holder’s Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation Person (other than a natural person) organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in the United States of Americathereof, which is authorized under such laws to exercise corporate trust, stock transfer or corporate trust stockholder services powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (b) an Affiliate of such Person. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent under this Agreement without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further reasonable assurance, conveyance, act or deed necessary for the purpose, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each the transfer agent of the Common Stock and the Preferred Stock Stock, and, subsequent to if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, 21 or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor ----------------------- Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, of the Company by registered or certified mail, mail and, subsequent to if such resignation occurs after the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, writing mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, of the Company by registered or certified mailmail and, and subsequent to if such removal occurs after the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. If no successor Rights Agent shall have been appointed within 30 days from the effectiveness of such removal, resignation or incapacity and no registered holder of any Rights Certificate has applied pursuant to this Agreement for the appointment of a new Rights Agent, the Company automatically shall be designated as successor Rights Agent. Any successor Rights Agent, whether Agent appointed by the Company or by such a court, court shall be (a) a corporation organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having which is authorized to do business as a principal office banking institution in the United States of Americasuch state, which is authorized under such laws to exercise corporate trust stock transfer or corporate trust powers and shareholder services powers, is subject to supervision or examination by federal or state authorityauthority and has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (b) an Affiliate of a corporation described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, hereunder and shall execute and deliver deliver, if applicable, any further assurance, conveyance, act or deed necessary for the that purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock of the Company, and the Preferred Stock and, subsequent to the Distribution Date, shall mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the shares of Common Stock, the Series B Preferred Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the State of New York or of any other state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authority. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock, the Series B Preferred Stock and the Preferred Stock andStock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the shares of Preferred Shares and the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right or her Rights Certificate for inspection by the Company), then the registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall either (a) be a corporation organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust or shareholder services powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million or (b) an affiliate of such a corporation. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Preferred Shares and the Preferred Stock andCommon Shares, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the shares of Preferred Shares and the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right or her Rights Certificate for inspection by the Company), then the registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a corporation organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust or shareholder services powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million or (b) an affiliate of such a corporation. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Preferred Shares and the Preferred Stock andCommon Shares, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the shares of Preferred Stock and the Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to following the Distribution Date, at the Company's expense, to the holders of the Right Certificates by first-first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Stock and the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the Company shall become the temporary Rights Agent and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state at of the United StatesStates so long as such corporation is authorized to do business as a banking or trust institution in the State of New York), in good standing, having a principal office in the United States State of AmericaNew York, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority or which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $25 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Preferred Stock and the Preferred Stock andCommon Stock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' ’ notice in writing mailed to the Company and and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the shares of Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, and, subsequent the Rights Agent will be deemed to the Distribution Date, to the holders have resigned automatically and be discharged from its duties under this Agreement as of the Right Certificates by first-class maileffective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 thirty (30) days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who which holder shall, with such notice, submit his such holder’s Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a corporation Person organized and doing business under the laws of the United States or of the State of Minnesota (or of any other state at of the United StatesStates so long as such corporation is authorized to do business as a banking institution in such state), in good standing, having a principal office in the United States of America, standing which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million or (b) an affiliate or direct or indirect wholly-owned Subsidiary of such Person or its wholly-owning parent. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares or Preferred Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to at the Distribution Dateexpense of the Company, to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the resigning, removed, or incapacitated Rights Agent shall remit to the Company, or to any successor Rights Agent designated by the Company, all books, records, funds, certificates and other documents and instruments of any kind then in its possession which were acquired or created by such resigning, removed or incapacitated Rights Agent in connection with its services as Rights Agent hereunder, and shall thereafter be discharged from all further duties and obligations hereunder. Following notice of such removal, resignation or incapacity, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a corporation organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which either has or is an affiliate of a corporation which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000, or (b) an affiliate of such corporation. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Stock, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation registration or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' ’ notice in writing mailed to the Company Company, and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign resigns or be is removed or shall otherwise become becomes incapable of acting, the Company shall will appoint a successor to the Rights Agent. If the Company shall fail fails to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shallwill, with such notice, submit his Right such holder’s Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall will be a corporation organized and doing business under the laws of the United States or a State of any state at the United States, in good standing, having a principal office in the United States of America, which that is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $25,000,000. After appointment, the successor Rights Agent shall will be vested with the same powers, rights, duties duties, and responsibilities as if it had been originally named as Rights Agent without further act or deed; but , except that the predecessor Rights Agent shall will deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, under this Agreement and execute and deliver any further assurance, conveyance, act act, or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall will file notice thereof of such appointment in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock andCommon Stock, subsequent to the Distribution Date, and mail a notice thereof of such appointment in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect thereinin such notice, shall will not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may bemaybe.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 60 days' notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company Company, and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 60 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each the transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 60 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which that is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties duties, and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunderunder this Agreement, and execute and deliver any further assurance, conveyance, act act, or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty days' ’ prior notice in writing mailed to the Company Company, and to each transfer agent of the shares of Common Preferred Stock and Preferred the Company Common Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates (or certificates for the Company Common Stock prior to the Distribution Date) by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty days' ’ prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Preferred Stock and Preferred the Company Common Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates (or certificates for the Company Common Stock prior to the Distribution Date) by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate or, prior to the Distribution Date, the holder of a certificate for the Company Common Stock (who shall, with such notice, submit his Right such holder’s Rights Certificate or certificate for Company Common Stock, as the case may be, for inspection by the Company), then the any registered holder of any Right Rights Certificate or, prior to the Distribution Date, the holder of a certificate for the Company Common Stock may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of any state at of the United States, States in good standing, having shall be authorized to do business as a principal office banking institution in the United States State of AmericaNew York, which is shall be authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is powers, shall be subject to supervision or examination by federal or state authorityauthorities and shall have at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a). After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Preferred Stock and the Preferred Stock andCompany Common Stock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights Certificates (or certificates for the Company Common Stock prior to the Distribution Date). Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' 30-day notice in writing mailed to the Company NWBio and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates (or, prior to the Distribution Date, of the Common Shares) by first-class mail. The Company NWBio may remove the Rights Agent or any successor Rights Agent Agent, upon 30 days' 30-day notice in writing, writing mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates (or, prior to the Distribution Date, of the Common Shares) by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company NWBio shall appoint a successor to the Rights Agent. If the Company NWBio shall fail to make such appointment within a period of 30 days after giving written notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares) (who shall, with such notice, submit his or her Right Certificate or, prior to the Distribution Date, the certificate representing his or her Distribution Date, for inspection by the CompanyNWBio), then the registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Shares) may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company NWBio or by such a court, shall be a corporation Person in good standing organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust stockholder services powers and is subject to supervision or examination by federal or state authority, which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but provided, however, that the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunderunder this Rights Agreement, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company NWBio shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right CertificatesCertificates (or, prior to the Distribution Date, of the Common Shares). Failure to give any notice provided for in this Section 2122, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' ’ notice in writing mailed to the Company and to each transfer agent of the shares of Common Ordinary Shares or the Junior Preferred Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Ordinary Shares or the Junior Preferred Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (A) a corporation organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in the United States of AmericaState thereof, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100 million or (B) an affiliate of a corporation described in clause (A) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and Ordinary Shares or the Junior Preferred Stock Stock, and, subsequent to following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' ’ notice in writing mailed to the Company and and, if instructed by the Company, to each transfer agent of the shares of Common Stock Shares, Class B Shares and Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to at the Distribution Dateexpense of the Company, to the holders of the Right Certificates by first-class mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to resign automatically on the effective date of such termination; and any required notice will be sent by the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock Shares, Class B Shares and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation Person organized and doing business under the laws of the United States or any State of any state at the United States, in good standing, having a principal office in the United States State of AmericaNew York, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has (or whose Affiliate has) at the time of such Person’s appointment as Rights Agent a combined capital and surplus of at least $100 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, assurance or conveyance, and perform any other act or deed deed, necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares, Class B Shares and the Preferred Stock andShares, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2122, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any ---------------------- successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty days' prior notice in writing mailed to the Company Company, and to each transfer agent of the shares of Common Preferred Stock and Preferred the Company Common Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates (or certificates for the Company Common Stock prior to the Distribution Date) by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Preferred Stock and Preferred the Company Common Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates (or certificates for the Company Common Stock prior to the Distribution Date) by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate or, prior to the Distribution Date, the holder of a certificate for the Company Common Stock (who shall, with such notice, submit his Right such holder's Rights Certificate or certificate for Company Common Stock, as the case may be, for inspection by the Company), then the any registered holder of any Right Rights Certificate or, prior to the Distribution Date, the holder of a certificate for the Company Common Stock may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of any state at of the United States, States in good standing, having shall be authorized to do business as a principal office banking institution in the United States State of AmericaNew York, which is shall be authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is powers, shall be subject to supervision or examination by federal or state authorityauthorities and shall have at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a). After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Preferred Stock and the Preferred Stock andCompany Common Stock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights Certificates (or certificates for the Company Common Stock prior to the Distribution Date). Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' ’ notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Shares or Series A Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of record of the Rights and any Right Certificates issued to evidence Rights by first-class mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Shares or Series A Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Rights and any Right Certificates issued to evidence Rights by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right, whether or not such Right Certificate is in certificated form (who which holder shall, with such notice, submit his any Right Certificate held by such holder for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation or other entity organized and doing business under the laws of the United States or of any state at of the United StatesStates so long as such corporation or other entity is authorized to do business as a banking institution in such other state, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus, along with its Affiliates, of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares or Series A Preferred Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Rights and any Right CertificatesCertificates issued to evidence Rights. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' written notice in writing mailed to the Company and to each transfer agent of the shares of Preferred Shares and the Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writingwritten notice, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing receiving written notice of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right or her Rights Certificate for inspection by the Company), then the registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust or stockholder services powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Preferred Shares and the Preferred Stock andCommon Stock, subsequent to the Distribution Date, and mail a written notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the shares Common Shares of Common Stock and Preferred Stock, if any, the Company known to the Rights Agent by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, Shares of the Company by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (i) a corporation Person organized and doing business under the laws of the United States or of any state at of the United StatesStates so long as such Person is authorized to do business as a banking institution under such laws, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthorities and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million or (ii) an affiliate of an institution that satisfies the requirements set forth in clause (i) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares of the Company, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to appoint a successor Rights Agent or to give any notice provided for in this Section SECTION 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the shares of Preferred Stock and the Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to at the Distribution DateCompany's expense, to the holders of the Right Certificates by first-first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Stock and the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the Company shall become the temporary Rights Agent and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state at of the United StatesStates so long as such corporation is authorized to do business as a banking or trust institution in the State of New York), in good standing, having a principal office in the United States State of AmericaNew York, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority or which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $25 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Preferred Stock and the Preferred Stock andCommon Stock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 2122, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 calendar days' notice in writing mailed to the Company and to each transfer agent of the shares of Preferred Shares or the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, andor by certified overnight means, subsequent to the Distribution Date, and to the holders of the Right Certificates by first-first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-first class mail. If the Rights Agent shall resign resigns or be is removed or shall otherwise become becomes incapable of acting, the Company shall will appoint a successor to the Rights Agent. If the Company shall fail fails to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shallwill, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall will be a corporation or other legal entity organized and doing business under the laws of the United States or of any State thereof (or of any other state at of the United StatesStates so long as such corporation is authorized to do business as a banking institution in the State of Texas), in good standing, having a principal office in the United States State of AmericaTexas, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall will deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares or the Common Stock Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall will not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' ’ notice in writing mailed to the Company and and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the shares Common Shares of Common Stock and the Company or Preferred Stock, if any, by registered or certified mail, and, subsequent Shares known to the Distribution DateRights Agent. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to the holders have resigned automatically and be discharged from its duties under this Agreement as of the Right Certificates by first-class maileffective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Shares of the Company or Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who which holder shall, with such notice, submit his such holder’s Right Certificate for inspection by the Company), then the incumbent Rights Agent or registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a corporation Person, other than a natural Person, organized and doing business under the laws of the United States (or of any state at of the United States), in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has, along with its Affiliates, at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million or (b) an Affiliate or direct or indirect wholly-owned Subsidiary of such Person or its wholly-owning parent. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing; and, except as the context herein otherwise requires, such successor Rights Agent shall be deemed to be the “Rights Agent” for all purposes of this Agreement. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares of the Company or Preferred Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of for the shares of Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of for the Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a corporation Person organized and doing business under the laws of the United States or of any other state at the United States, in good standing, having a principal office in of the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million or (b) a direct or indirect wholly owned subsidiary of such an entity or its wholly-owning parent. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of for the Common Stock Shares or Preferred Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, howeverHOWEVER, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be. In case at the time such successor Rights Agent shall succeed to the agency created by this Agreement any of the Rights Certificates shall have been countersigned but not delivered, any such successor Rights Agent may adopt the countersignature of the predecessor Rights Agent and deliver such Rights Certificates so countersigned; and in case at that time any of the Rights Certificates shall not have been countersigned, any successor Rights Agent may countersign such Rights Certificates either in the name of the predecessor Rights Agent or in the name of the successor Rights Agent; and in all such cases such Rights Certificates shall have the full force provided in the Rights Certificates and in this Agreement.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty days' prior notice in writing mailed to the Company Company, and to each transfer agent of the shares of Common Preferred Stock and Preferred the Company Common Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates (or certificates for the Company Common Stock prior to the Distribution Date) by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Preferred Stock and Preferred the Company Common Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates (or certificates for the Company Common Stock prior to the Distribution Date) by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate or, prior to the Distribution Date, the holder of a certificate for the Company Common Stock (who shall, with such notice, submit his Right such holder's Rights Certificate or certificate for Company Common Stock, as the case may be, for inspection by the Company), then the any registered holder of any Right Rights Certificate or, prior to the Distribution Date, the holder of a certificate for the Company Common Stock may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in of the United States in good standing and may be the Company or a Subsidiary of Americathe Company, which is shall be authorized to do business as a banking institution in the State of New York, shall be authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is powers, shall be subject to supervision or examination by federal or state authorityauthorities and shall have at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a). After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Preferred Stock and the Preferred Stock andCompany Common Stock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights Certificates (or certificates for the Company Common Stock prior to the Distribution Date). Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' ’ notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and or the Preferred Stock, if any, Shares known to the Rights Agent by registered or certified mail, andand to the holders of the Rights Certificates (or, subsequent prior to the Distribution Date, to the holders of the Right Certificates Common Stock) by first-class mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned automatically and be discharged from its duties under this Agreement as of the effective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' ’ notice in writing, writing mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and or the Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the holders of the Rights Certificates (or, prior to the Distribution Date, to the holders of the Right Certificates Common Stock) by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (or, prior to the Distribution Date, of Common Stock) (who shall, with such notice, submit his Right his, her or its Rights Certificate or, prior to the Distribution Date, the certificate representing his, her or its Common Stock, for inspection by the Company), then the registered holder of any Right Rights Certificate (or, prior to the Distribution Date, of the Common Stock) may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (A) a corporation Person in good standing organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in of the United States of America, which is authorized under so long as such laws to exercise stock transfer or corporate trust powers and Person is subject to supervision or examination by federal or state authority. After appointment, authority and which has at the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named time of its appointment as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver a combined capital and transfer to the successor Rights Agent any property surplus of at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, howeverleast fifty million dollars ($50,000,000), or any defect therein, shall not affect the legality or validity (B) an Affiliate of the resignation or removal a Person described in clause (A) of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.this

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock Shares and Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to in the case of a resignation after the Distribution Date, to the holders of the Right Certificates by first-class mailin accordance with Section 26 hereof. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock Shares and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to and, in the case of a removal after the Distribution Date, to the holders of the Right Certificates by first-class mailin accordance with Section 26 hereof. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who which holder shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the State of New York or Commonwealth of Pennsylvania (or of any other state at of the United StatesStates so long as such corporation is authorized to do business as a banking institution in the State of New York or Commonwealth of Pennsylvania), in good standing, having a principal an office in the United States State of AmericaNew York or Commonwealth of Pennsylvania, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $25 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares and the Preferred Stock Shares, and, subsequent to in the case of an appointment after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' ’ notice in writing mailed to the Company and and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the shares of Common Stock and Preferred Stock, if any, Shares by registered or certified mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, and, subsequent the Rights Agent will be deemed to the Distribution Date, to the holders have resigned automatically and be discharged from its duties under this Agreement as of the Right Certificates by first-class maileffective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to and, if such removal occurs after the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who which holder shall, with such notice, submit his such holder’s Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, but not the current Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a corporation Person organized and doing business under the laws of the United States or of the states of New York or Nevada (or of any other state at of the United StatesStates so long as such Person is authorized to do business as a banking institution in such state), in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million or (b) an Affiliate or direct or indirect wholly-owned Subsidiary of such Person or its wholly-owning parent. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock Shares, and, subsequent to if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authority. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21SECTION 23, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any ---------------------- successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and or Preferred Stock, if any, Stock by registered or certified mail, and, subsequent to following the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and or Preferred Stock, if any, Stock by registered or certified mail, and subsequent to and, following the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in the United States of AmericaState thereof, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the or Preferred Stock Stock, and, subsequent to following the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty days' prior notice in writing mailed to the Company Company, and to each transfer agent of the shares of Common Preferred Stock and Preferred the Company Common Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates (or certificates for the Company Common Stock prior to the Distribution Date) by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Preferred Stock and Preferred the Company Common Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates (or certificates for the Company Common Stock prior to the Distribution Date) by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate or, prior to the Distribution Date, the holder of a certificate for the Company Common Stock (who shall, with such notice, submit his Right such holder's Rights Certificate or certificate for Company Common Stock, as the case may be, for inspection by the Company), then the any registered holder of any Right Rights Certificate or, prior to the Distribution Date, the holder of a certificate for the Company Common Stock may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation Person organized and doing business under the laws of the United States or of any state at of the United States, States in good standing, having a principal office shall be authorized to do business in the United States State of AmericaCalifornia, which is shall be authorized under such laws to conduct the shareholder services business, exercise corporate trust or stock transfer or corporate trust powers and is powers, shall be subject to supervision or examination by federal or state authorityauthorities and shall have at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (b) an Affiliate of a Person described in clause (a). After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Preferred Stock and the Preferred Stock andCompany Common Stock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights Certificates (or certificates for the Company Common Stock prior to the Distribution Date). Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' ’ prior notice in writing mailed to the Company and and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each the transfer agent of the shares of Common Stock and Preferred Stock, if any, Shares by registered or certified mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, and, subsequent the Rights Agent will be deemed to the Distribution Date, to the holders have resigned automatically and be discharged from its duties under this Agreement as of the Right Certificates by first-class maileffective date of termination, and the Company shall be responsible for sending any required notice. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' ’ prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each the transfer agent of the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to and, after the Distribution Date, to the holders of the Right Certificates by first-first class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment appoint a successor within a period of 30 thirty (30) days after such giving notice of removal or after it has been notified in writing of such the Rights Agent’s resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company)Agent, then the registered holder of any Right Certificate (who shall, with the notice, submit the holder’s Right Certificate for inspection by the Company) may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation Person organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such the applicable laws to exercise corporate trust or stock transfer or corporate trust powers and powers, is subject to supervision or examination by federal or state authority, and has, along with its Affiliates, at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but , and the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and shall execute and deliver any further assurance, conveyance, act or deed necessary for the purpose, but such predecessor Rights Agent shall not be required to make any additional expenditure or assume any additional liability in connection with the foregoing. Not later than the effective date of such any appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each the transfer agent of the Common Stock and the Preferred Stock Shares, and, subsequent to after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right CertificatesRights. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon at least 30 days' ’ notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred StockStock (only if the transfer agent is not also the Rights Agent) by recognized national overnight delivery service. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, if any, by registered or certified mail, and, subsequent the Rights Agent will be deemed to have resigned on the Distribution Date, to the holders 10th Business Day after such termination and be discharged from its duties as Rights Agent under this Agreement as of the Right Certificates by first-class maileffective date of such termination, and the Company shall be responsible for sending any required notice. The Company may remove (with or without cause) the Rights Agent or any successor Rights Agent upon at least 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred StockStock by recognized national overnight delivery service, if any, by registered or certified mail, and subsequent to and, after the Distribution Date, to the holders of the Right Certificates by first-class mailCertificates. If the Rights Agent shall resign resigns or be is removed or shall otherwise become becomes incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail fails to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his its Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized (a) an entity organized, in good standing and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of Americawhich is, which is authorized under such laws to exercise stock transfer or stockholder services powers, or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has, together with its Affiliates, at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (b) an Affiliate of an entity described in ‎Section 19(a). After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock Stock, and, subsequent to if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right CertificatesCertificates in accordance with ‎Section 23. Failure to give or mail any notice provided for in this Section 21, however‎Section 19, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' ’ notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock Shares, the Class B Common Shares and the Preferred StockShares known to the Rights Agent, if anyafter due inquiry, by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates (or, prior to the Distribution Date, of the Common Shares and the Class B Common Shares ) by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock Shares, the Class B Common Shares and the Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates (or, prior to the Distribution Date, of the Common Shares and the Class B Common Shares) by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (or, prior to the Distribution Date, of the Common Shares and the Class B Common Shares) (who shall, with such notice, submit his such holder’s Right Certificate or, prior to the Distribution Date, the certificate representing such holder’s Common Shares or Class B Common Shares, for inspection by the Company), then the registered holder of any Right Certificate (or, prior to the Distribution Date, of the Common Shares and the Class B Common Shares) may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation Person organized and doing business under the laws of the United States or of the State of New York (or of any other state at of the United StatesStates so long as such entity is authorized to conduct a stock transfer or corporate trust business in the State of New York), in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal Federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000; provided, however, that the principal transfer agent for the Common Shares shall in any event be qualified to be the Rights Agent. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares, the Class B Common Shares and the Preferred Stock andShares, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right CertificatesCertificates (or, prior to the Distribution Date, of the Common Shares and the Class B Common Shares). Failure to give any notice provided for in this Section 2122, however, or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.. Table of Contents

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares or Preferred Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' thirty (30) days notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mailCompany. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the Rights Agent or the registered holder holder, of any Right Certificate may at the expense of the Company apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (i) a corporation organized and doing business under the laws of the United States or of any state at of the United StatesStates so long as such corporation is authorized to do business as a banking institution under such laws, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to 46 50 supervision or examination by federal or state authorityauthorities and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million or (ii) an affiliate of an institution that satisfies the requirements set forth in clause (i) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall shall,upon payment of its charges hereunder, deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares of the Company or Preferred Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to appoint a successor Rights Agent or to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement and upon 30 days' days notice in writing mailed to the Company and to each transfer agent of the shares of Preferred Stock and the Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to if such resignation occurs after the Distribution Date, to the holders of the Right Rights Certificates by first-first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Stock and the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to and, if such removal occurs after the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the registered holder of any Right Certificate Rights Certificate, or the resigning or removed Rights Agent, may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be be: (i) a corporation organized legal business entity, existing and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $100 million; or (ii) an Affiliate of a corporation described in clause (i) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed reasonably necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Preferred Stock and the Preferred Stock andCommon Stock, subsequent to and if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company Company, and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mailmail or overnight mail service, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mailmail or overnight mail service, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right or her Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business in good standing under the laws of the United States or of any state at the United States, in good standing, having a principal office in of the United States of America, and which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityshare transfer powers. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further reasonable assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Stock, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, 21 or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and the Preferred Stock, if any, Stock by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days' notice in writing, mailed to the Rights Agent or any successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and the Preferred Stock, if any, Stock by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. Notwithstanding the foregoing provisions of this Section 21, in no event shall the resignation or removal of a Rights Agent be effective until a successor Rights Agent shall have been appointed and have accepted such appointment. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered incumbent Rights Agent or the holder of record of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at the United StatesState thereof, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has, or together with its parent entity has, at the time of its appointment as Rights Agent a combined capital and surplus of at least $100 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock andStock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. (a) The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. Notwithstanding the foregoing provisions of this Section 21, in no event shall the resignation or removal of a Rights Agent be effective until a successor Rights Agent shall have been appointed and have accepted such appointment. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered incumbent Rights Agent or the holder of record of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be be (i) a corporation organized and doing business under the laws of the United States or of any state at the United StatesState thereof, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authority. authority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (ii) an Affiliate controlled by a corporation described in clause (a) of this sentence. (b) After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; , but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Stock, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure The failure to give any notice provided for in required by this Section 21, however, 21 or any defect therein, therein shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company and Corporation and, at the Corporation's expense, to each transfer agent of the shares of Common Stock and or Preferred Stock, if any, Stock by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates by first-first class mail. The Company Corporation may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and or Preferred Stock, if any, Stock by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-first class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company Corporation shall appoint a successor to the Rights Agent. If the Company Corporation shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit its, his or her Right Certificate for inspection by the CompanyCorporation), then the Corporation shall become the Rights Agent, and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company Corporation or by such a court, shall be a corporation Person or an Affiliate thereof organized and doing business under the laws of the United States or of the State of New York (or of any other state at of the United StatesStates so long as such Person is authorized to do business as a banking institution in the State of New York), in good standing, having a principal an office in the United States State of AmericaNew York, which that is authorized under such laws to exercise corporate trust or stock transfer powers or corporate trust powers conduct a shareholder services business and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least FIFTY MILLION DOLLARS ($50,000,000.00). After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, hereunder and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company Corporation shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the or Preferred Stock and, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty days' prior notice in writing mailed to the Company Company, and to each transfer agent of the shares of Common Preferred Stock and Preferred the Company Common Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates (or certificates for the Company Common Stock prior to the Distribution Date) by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Preferred Stock and Preferred the Company Common Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates (or certificates for the Company Common Stock prior to the Distribution Date) by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate or, prior to the Distribution Date, the holder of a certificate for the Company Common Stock (who shall, with such notice, submit his Right such holder's Rights Certificate or certificate for Company Common Stock, as the case may be, for inspection by the Company), then the any registered holder of any Right Rights Certificate or, prior to the Distribution Date, the holder of a certificate for the Company Common Stock may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing business under the laws of the United States or of any state at of the United States in good standing, shall be authorized to do business as a banking institution in a state of the United States, in good standing, having a principal office in the United States of America, which is shall be authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is powers, shall be subject to supervision or examination by federal or state authorityauthorities and shall have at the time of its appointment as Rights Agent a combined capital and surplus of at least $100,000,000 or (b) an Affiliate of a corporation described in clause (a). After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Preferred Stock and the Preferred Stock andCompany Common Stock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights Certificates (or certificates for the Company Common Stock prior to the Distribution Date). Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of actingacting as such, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the Company shall become the Rights Agent and the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of the State of New York (or of any other state at of the United StatesStates so long as such corporation is authorized to do business as a banking institution in the State of New York, in good standing, having a principal office in the United States of AmericaNew York, which that is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and that has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. After its appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purposepurpose of this Agreement and so that the successor Rights Agent may appropriately act as Rights Agent hereunder. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the shares of Common Stock and the Preferred Stock andShares, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and, subsequent and to the Distribution Date, to the registered holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the registered holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. Notwithstanding the foregoing provisions of this Section 21, in no event shall the resignation or removal of a Rights Agent be effective until a successor Rights Agent shall have been appointed and have accepted such appointment. If the Company shall fail to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the registered holder of a Right Certificate (who shall, with such notice, submit his such holder's Right Certificate for inspection by the Company), then the incumbent Rights Agent or the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation Person organized and doing business under the laws of the United States or of any state at the United StatesState thereof, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or (b) an Affiliate controlled by a Person described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Stock, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' ’ notice in writing mailed to the Company and and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Company, to each transfer agent of the shares of Common Stock and Preferred Stock, if any, Shares known to the Rights Agent by registered or certified mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, and, subsequent the Rights Agent will be deemed to the Distribution Date, to the holders have resigned automatically and be discharged from its duties under this Agreement as of the Right Certificates by first-class maileffective date of such termination, and the Company shall be responsible for sending any required invoice. The Company may remove the Rights Agent or any successor Rights Agent (with or without cause) upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who which holder shall, with such notice, submit his such holder’s Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be either (a) a corporation Person organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million or (b) an Affiliate or direct or indirect wholly owned Subsidiary of such Person or its wholly-owning parent. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose; and, except as the context herein otherwise requires, such successor Rights Agent shall be deemed to be the “Rights Agent” for all purposes of this Agreement. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 calendar days' ’ notice in writing mailed to the Company and to each transfer agent of the shares of Preferred Shares or the Common Stock and Preferred Stock, if any, Shares known to the Rights Agent by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 calendar days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares and the Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign resigns or be is removed or shall otherwise become becomes incapable of acting, the Company shall will appoint a successor to the Rights Agent. If the Company shall fail fails to make such appointment within a period of 30 calendar days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shallwill, with such notice, submit his Right Certificate for inspection by the Company), then the Rights Agent or registered holder of any Right Certificate may apply apply, at the expense of the Company, to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall will be (A) a corporation Person organized and doing business under the laws of the United States or of any other state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust, stock transfer or corporate trust shareholder services powers and is subject to supervision or examination by federal or state authorityauthority and which, alone or with its affiliates, has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (B) an affiliate of such Person described in clause (A) of this sentence. After appointment, the successor Rights Agent shall will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall will deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose; and, except as the context herein otherwise requires, such successor Rights Agent shall be deemed to be the “Rights Agent” for all purposes of this Agreement. Not later than the effective date of any such appointment, the Company shall will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Preferred Shares or the Common Stock Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall will not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock Shares and Preferred Stock, if any, Stock by registered or certified mail, and, subsequent to the Distribution Date, or express mail and to the holders of the Right Rights Certificates by first-first class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, writing mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock Shares and Preferred Stock, if any, Stock by registered or certified or express mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-first class mail. If the Rights Agent shall resign resigns or be is removed or shall otherwise become becomes incapable of acting, the Company shall will appoint a successor to the Rights Agent. If the Company shall fail fails to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shallwill, with such notice, submit his Right Rights Certificate for inspection by the Company), then the registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall will be (a) a corporation organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in the United States of America, which so long as such corporation is authorized under such applicable laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $10,000,000, or (b) an Affiliate controlled by a corporation described in clause (a) of this sentence, provided that such controlling corporation fully guarantees the performance of such Affiliate's duties and obligations hereunder. After appointment, the successor Rights Agent shall will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; , but the predecessor Rights Agent shall will deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, under this Agreement and execute and deliver any further assurance, conveyance, act or deed necessary for the such purpose. Not later than the effective date of any such appointment, the Company shall will file notice thereof of such appointment in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a written notice thereof in writing of such appointment to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect thereinin such notice, shall will not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty days' prior notice in writing mailed to the Company Company, and to each transfer agent of the shares of Common Preferred Stock and Preferred the Company Common Stock, if any, by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates (or certificates for the Company Common Stock prior to the Distribution Date) by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty days' prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Preferred Stock and Preferred the Company Common Stock, if any, by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates (or certificates for the Company Common Stock prior to the Distribution Date) by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate or, prior to the Distribution Date, the holder of a certificate for the Company Common Stock (who shall, with such notice, submit his Right such holder's Rights Certificate or certificate for Company Common Stock, as the case may be, for inspection by the Company), then the any registered holder of any Right Rights Certificate or, prior to the Distribution Date, the holder of a certificate for the Company Common Stock may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation corporation, limited liability company or association organized and doing business under the laws of the United States or of any state at of the United States, States in good standing, having shall be authorized to do business as a principal office banking institution in the United States State of AmericaNew York, which is shall be authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is powers, shall be subject to supervision or examination by federal or state authorityauthorities and shall have at the time of its appointment as Rights Agent a combined capital and surplus of at least US$100,000,000 or (b) an Affiliate of a corporation, limited liability company or association described in clause (a). After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Preferred Stock and the Preferred Stock andCompany Common Stock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right CertificatesRights Certificates (or certificates for the Company Common Stock prior to the Distribution Date). Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate (who shall, with such notice, submit his Right Certificate for inspection by the Company), then the registered holder of any Right Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation Person organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in of the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers in good standing and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of a Person described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares or Preferred Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for far in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and the Series One Preferred Stock, if any, Stock by registered or certified mail, and, subsequent to and at the Distribution Date, expense of the Company to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, writing mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and the Series One Preferred Stock, if any, Stock by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having and may be the Company or a principal office in Subsidiary of the United States of America, which is authorized under such laws to exercise stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityCompany. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Series One Preferred Stock andStock, subsequent to the Distribution Date, and mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' ’ prior notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Shares or Preferred Stock, if any, Shares known to the Rights Agent by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation Person organized and doing business under the laws of the United States or of any state at the United States, in good standing, having a principal office in of the United States of Americaso long as such Person is authorized to do business as a banking institution, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers powers, is in good standing, and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million, or (b) an Affiliate of any such Person described in part (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares or Preferred Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' ’ notice in writing mailed to the Company Company, and to each transfer agent of the shares of Common Stock and Preferred Stock, if anyStock known to the Rights Agent, by registered or certified mail, and, subsequent to if such resignation occurs after the Distribution Date, to the registered holders of the Right Rights Certificates by first-first class mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to resign automatically on the effective date of such termination; and any required notice will be sent by the Company. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, by registered or certified mail, and subsequent to and, if such removal occurs after the Distribution Date, to the holders of the Right Rights Certificates by first-first class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall either be (a) a corporation Person organized and doing business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust, stock transfer or corporate trust stockholder services powers and is subject to supervision which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000 or examination by federal or state authority(b) an affiliate of a Person described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock Stock, and, subsequent to if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty (30) days' notice in writing mailed to the Company and to each transfer agent of the shares of Preferred Shares and Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Rights Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty (30) days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Preferred Shares or Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the resigning, removed, or incapacitated Rights Agent shall remit to the Company, or to any successor Rights Agent designated by the Company, all books, records, funds, certificates or other documents or instruments of any kind then in its possession which were acquired by such resigning, removed or incapacitated Rights Agent in connection with its services as Rights Agent hereunder, and shall thereafter be discharged from all duties and obligations hereunder. Following notice of such removal, resignation or incapacity, the Company shall appoint a successor to the such Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty (30) days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the any registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be (a) a corporation organized and doing corporation, limited liability company or trust company (or similar form of entity under the laws of any state of the United States or a foreign jurisdiction) authorized to conduct business under the laws of the United States or of any state at of the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise stock transfer corporate trust, fiduciary or corporate trust stockholder services powers and is subject to supervision or examination by a federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $10,000,000 or (b) an Affiliate controlled by an entity described in clause (a) of this sentence. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares or Preferred Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 days' notice in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, and to the holders of the Right Certificates Rights Certificates, at the expense of the Company, by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Shares or Preferred Stock, if any, Shares by registered or certified mail, and subsequent to the Distribution Date, to the holders of the Right Rights Certificates by first-class mail. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 days after giving notice of such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Rights Certificate (who shall, with such notice, submit his Right Rights Certificate for inspection by the Company), then the registered holder of any Right Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation organized and doing business which is authorized under the laws of the United States its jurisdiction or of any state at the United States, in good standing, having a principal office in the United States of America, which is authorized under such laws organization to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthority and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50 million. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, appointment the Company shall file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock Shares or Preferred Shares, and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Rights Certificates. Failure to give any notice provided for in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 thirty days' ’ prior notice in writing mailed to the Company and and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Common Shares or Preferred Shares, to each transfer agent of for the shares of Common Stock and Shares or Preferred Stock, if anyShares, by registered or certified certified mail, and, subsequent to if such resignation occurs after the Distribution Date, to the holders of the Right Certificates by first-class mailRights Certificates in accordance with Section 26. The Company may remove the Rights Agent or any successor Rights Agent upon 30 thirty days' ’ prior notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and and, in the event that the Rights Agent or one of its Affiliates is not also the transfer agent for the Common Shares or Preferred Shares, to each transfer agent of for the Common Stock and Shares or Preferred Stock, if anyShares, by registered or certified certified mail, and subsequent to and, if such removal occurs after the Distribution Date, to the holders of the Right Certificates by first-class mailRights Certificates in accordance with Section 26. In the event that the Rights Agent or one of its Affiliates is also the transfer agent for the Common Shares or Preferred Shares and the transfer agency relationship in effect between the Company and the Rights Agent terminates, the Rights Agent will be deemed to have resigned as the Rights Agent automatically and be discharged from its duties under this Agreement as of the effective date of such termination (subject to the appointment of a successor Rights Agent pursuant to this Section 21), and the Company shall be responsible for sending the required notice. If the Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a period of 30 thirty days after giving notice of such removal or after it has been notified notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate Rights Certificate (who shall, with such notice, submit his Right Certificate such holder’s Rights Certificate for inspection by the Company), then the registered holder of any Right Certificate Rights Certificate may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation an entity organized and doing business under the laws of the United States of America or of any state at of the United StatesStates of America (so long as such entity is authorized to do business as a banking institution in such state), in good standing, having a principal office in the United States of America, which is authorized under such laws to exercise corporate trust or stock transfer or corporate trust powers and is subject to supervision or examination by federal or state authorityauthorities and which has at the time of its appointment as Rights Agent a combined capital and surplus, along with its Affiliates, of at least $50,000,000. After appointment, the successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective effective date of any such appointment, the Company shall file file notice thereof in writing with the predecessor Rights Agent and each transfer agent of for the Common Stock and the Shares or Preferred Stock Shares, and, subsequent to if such appointment occurs after the Distribution Date, mail a notice thereof in writing to the registered holders of the Right Certificates. Failure to give any notice provided for Rights Certificates in this Section 21, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.accordance with Section

Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged from its duties under this Rights Agreement upon 30 90 days' ’ notice (or such lesser notice as is acceptable to the Company) in writing mailed to the Company and to each transfer agent of the shares of Common Stock and Preferred Stock, if any, Shares by registered or certified mail, and, subsequent to the Distribution Date, to the holders of the Right Certificates by first-class mail. The Company may remove the Rights Agent or any successor Rights Agent upon 30 days' ’ notice in writing, mailed to the Rights Agent or successor Rights Agent, as the case may be, and to each transfer agent of the Common Stock and Preferred Stock, if any, Shares by registered or certified mail. In the event the transfer agency relationship in effect between the Company and the Rights Agent terminates, and subsequent the Rights Agent will be deemed to resign automatically on the Distribution Date, to effective date of such termination; any required notice will be sent by the holders of the Right Certificates by first-class mailCompany. If the Rights Agent shall should resign or be removed or shall otherwise become incapable of acting, the Company shall will appoint a successor to the Rights Agent. If the Company shall fail fails to make such appointment within a period of 30 days after such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Right Certificate any Rights (who which holder shall, with such notice, submit his Right such holder’s Rights Certificate for inspection by the Company), then the registered holder of any Right Certificate Rights may apply to any court of competent jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed by the Company or by such a court, shall be a corporation Person organized and doing business under the laws of Bermuda or of the United States or any State of any state at the United States, in good standing, having a principal office in the United States of America, which is authorized authorised under such laws to exercise stock transfer or corporate trust the powers and of the Rights Agent contemplated by this Agreement (and, with respect to United States entities, is subject to supervision or examination by federal or state authority) and which has at the time of its appointment as Rights Agent a combined capital and surplus of at least $50,000,000. After appointment, the successor Rights Agent shall will be vested with the same powers, rights, duties and responsibilities as if it had been originally named as Rights Agent without further act or deed; but the predecessor Rights Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall will file notice thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock and the Preferred Stock and, subsequent to the Distribution Date, mail a notice thereof in writing to the registered holders of the Right CertificatesShares. Failure to give any notice provided for in this Section 214.4, however, or any defect therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or the appointment of the successor Rights Agent, as the case may be.