OR MATTER
(UNLESS OTHER EVIDENCE IN RESPECT THEREOF BE HEREIN SPECIFICALLY PRESCRIBED) MAY
BE DEEMED TO BE CONCLUSIVELY PROVED AND ESTABLISHED BY A CERTIFICATE SIGNED BY
ANY ONE OF THE CHAIRMAN OF THE BOARD, THE CHIEF EXECUTIVE OFFICER, THE
PRESIDENT, ANY VICE PRESIDENT, THE CHIEF FINANCIAL OFFICER, THE SECRETARY OR ANY
ASSISTANT SECRETARY OF THE COMPANY AND DELIVERED TO THE RIGHTS AGENT; AND SUCH
CERTIFICATE SHALL BE FULL AND COMPLETE AUTHORIZATION AND PROTECTION TO THE
RIGHTS AGENT AND THE RIGHTS AGENT SHALL INCUR NO LIABILITY FOR OR IN RESPECT OF
ANY ACTION TAKEN, SUFFERED OR OMITTED BY IT UNDER THE PROVISIONS OF THIS
AGREEMENT IN RELIANCE UPON SUCH CERTIFICATE.
(C)
THE RIGHTS AGENT SHALL BE LIABLE HEREUNDER TO THE COMPANY AND ANY
OTHER PERSON ONLY FOR ITS OWN GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT
(WHICH GROSS NEGLIGENCE, BAD FAITH OR WILLFUL MISCONDUCT MUST BE DETERMINED BY A
FINAL, NON-APPEALABLE ORDER, JUDGMENT, DECREE OR RULING OF A COURT OF COMPETENT
JURISDICTION).
(D)
THE RIGHTS AGENT SHALL NOT BE LIABLE FOR OR BY REASON OF ANY OF
THE STATEMENTS OF FACT OR RECITALS CONTAINED IN THIS AGREEMENT OR IN THE RIGHTS
CERTIFICATES (EXCEPT ITS COUNTERSIGNATURE THEREOF) OR BE REQUIRED TO VERIFY THE
SAME, BUT ALL SUCH STATEMENTS AND RECITALS ARE AND SHALL BE DEEMED TO HAVE BEEN
MADE BY THE COMPANY ONLY.
(E)
THE RIGHTS AGENT SHALL NOT HAVE ANY LIABILITY FOR OR BE UNDER ANY
RESPONSIBILITY IN RESPECT OF THE VALIDITY OF THIS AGREEMENT OR THE EXECUTION AND
DELIVERY HEREOF (EXCEPT THE DUE EXECUTION HEREOF BY THE RIGHTS AGENT) OR IN
RESPECT OF THE VALIDITY OR EXECUTION OF ANY RIGHTS CERTIFICATE (EXCEPT ITS
COUNTERSIGNATURE THEREOF); NOR SHALL IT BE RESPONSIBLE FOR ANY BREACH BY THE
COMPANY OF ANY COVENANT OR CONDITION CONTAINED IN THIS AGREEMENT OR IN ANY
RIGHTS CERTIFICATE; NOR SHALL IT BE RESPONSIBLE FOR ANY CHANGE IN THE
EXERCISABILITY OF THE RIGHTS OR ANY ADJUSTMENT IN THE TERMS OF THE RIGHTS
(INCLUDING THE MANNER, METHOD OR AMOUNT THEREOF) PROVIDED FOR IN SECTIONS 3, 11,
13, 23 OR 24, OR THE ASCERTAINING OF THE EXISTENCE OF FACTS THAT WOULD REQUIRE
ANY SUCH CHANGE OR ADJUSTMENT (EXCEPT WITH RESPECT TO THE EXERCISE OF RIGHTS
EVIDENCED BY RIGHTS CERTIFICATES AFTER RECEIPT BY THE RIGHTS AGENT OF A
CERTIFICATE FURNISHED PURSUANT TO SECTION 12 DESCRIBING SUCH CHANGE OR
ADJUSTMENT UPON WHICH THE RIGHTS AGENT MAY RELY); NOR SHALL IT BY ANY ACT
HEREUNDER BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY AS TO THE
AUTHORIZATION OR RESERVATION OF ANY APPLICABLE SHARES TO BE ISSUED PURSUANT TO
THIS AGREEMENT OR ANY RIGHTS CERTIFICATE OR AS TO WHETHER ANY APPLICABLE SHARES
WILL, WHEN ISSUED, BE VALIDLY AUTHORIZED AND ISSUED, FULLY PAID AND
NONASSESSABLE.
(F)
THE COMPANY AGREES THAT IT WILL PERFORM, EXECUTE, ACKNOWLEDGE AND
DELIVER OR CAUSE TO BE PERFORMED, EXECUTED, ACKNOWLEDGED AND DELIVERED ALL SUCH
FURTHER AND OTHER ACTS, INSTRUMENTS AND ASSURANCES AS MAY REASONABLY BE REQUIRED
BY THE RIGHTS AGENT FOR THE CARRYING OUT OR PERFORMING BY THE RIGHTS AGENT OF
THE