OF THE
CORPORATION OR DIRECTOR OR INDIVIDUAL.
(C)
NO LONGER OFFICER:
NOTWITHSTANDING THAT
ANY INDIVIDUAL WHOSE MANUAL OR FACSIMILE SIGNATURE APPEARS ON A SUBSCRIPTION
RECEIPT CERTIFICATE AS ONE OF THE OFFICERS OF THE CORPORATION OR DIRECTORS
REFERRED TO IN SUBSECTION 2.04(A) HEREOF NO LONGER HOLDS THE SAME OR ANY OTHER
OFFICE WITH, OR IS NO LONGER A DIRECTOR OF, THE CORPORATION AT THE DATE OF ISSUE
OF ANY SUBSCRIPTION RECEIPT CERTIFICATE OR AT THE DATE OF CERTIFICATION OR
DELIVERY THEREOF, SUCH SUBSCRIPTION RECEIPT CERTIFICATE WILL, SUBJECT TO
SECTION 2.05 HEREOF, BE VALID AND BINDING ON THE CORPORATION.
Section 2.05
Certification by Subscription Receipt
Agent
(A)
CERTIFICATION:
NO SUBSCRIPTION RECEIPT
CERTIFICATE WILL BE ISSUED OR, IF ISSUED, WILL BE VALID OR ENTITLE THE HOLDER TO
THE BENEFITS HEREOF UNTIL IT HAS BEEN CERTIFIED BY MANUAL SIGNATURE BY OR ON
BEHALF OF THE SUBSCRIPTION RECEIPT AGENT SUBSTANTIALLY IN THE FORM OF THE
CERTIFICATE ATTACHED HERETO AS SCHEDULE A OR IN SUCH OTHER FORM AS MAY BE
APPROVED BY THE SUBSCRIPTION RECEIPT AGENT. THE CERTIFICATION BY THE
SUBSCRIPTION RECEIPT AGENT ON A SUBSCRIPTION RECEIPT CERTIFICATE WILL BE
CONCLUSIVE EVIDENCE AS AGAINST THE CORPORATION THAT SUCH SUBSCRIPTION RECEIPT
CERTIFICATE HAS BEEN ISSUED HEREUNDER AND THAT THE HOLDER THEREOF IS ENTITLED TO
THE BENEFITS HEREOF.
11
(B)
CERTIFICATION NO REPRESENTATION:
THE
CERTIFICATION BY THE SUBSCRIPTION RECEIPT AGENT ON ANY SUBSCRIPTION RECEIPT
CERTIFICATE ISSUED HEREUNDER WILL NOT BE CONSTRUED AS A REPRESENTATION OR
WARRANTY BY THE SUBSCRIPTION RECEIPT AGENT AS TO THE VALIDITY OF THIS INDENTURE
OR SUCH SUBSCRIPTION RECEIPT CERTIFICATE (EXCEPT THE DUE CERTIFICATION THEREOF)
OR AS TO THE PERFORMANCE BY THE CORPORATION OF THE OBLIGATIONS THEREOF UNDER
THIS INDENTURE, AND THE SUBSCRIPTION RECEIPT AGENT SHALL IN NO RESPECT BE LIABLE
OR ANSWERABLE FOR THE USE MADE OF ANY SUBSCRIPTION RECEIPT CERTIFICATE OR OF THE
CONSIDERATION THEREFOR, EXCEPT AS OTHERWISE SPECIFIED HEREIN.
Section 2.06
Subscription Receipts to Rank Pari Passu
All Subscription Receipts will rank pari passu, whatever may be the actual dates
of issue of the Subscription Receipt Certificates by which they are represented.
Section 2.07
Issue in Substitution for Lost
Certificates, Etc.
(A)
SUBSTITUTION:
IF ANY SUBSCRIPTION RECEIPT
CERTIFICATE BECOMES MUTILATED OR IS LOST, DESTROYED OR STOLEN, THE CORPORATION,
SUBJECT TO APPLICABLE LAW AND TO SUBSECTION 2.07(B) HEREOF, WILL ISSUE, AND
THEREUPON THE SUBSCRIPTION RECEIPT AGENT WILL CERTIFY AND DELIVER, A NEW
SUBSCRIPTION RECEIPT CERTIFICATE OF LIKE DENOMINATION AND TENOR AND BEARING THE
APPLICABLE LEGENDS AS THE ONE MUTILATED, LOST, DESTROYED OR STOLEN IN EXCHANGE
FOR AND IN PLACE OF AND ON SURRENDER AND CANCELLATION OF SUCH MUTILATED
CERTIFICATE OR IN LIEU OF AND IN SUBSTITUTION FOR SUCH LOST, DESTROYED OR STOLEN
CERTIFICATE.
(B)
COST OF SUBSTITUTION:
THE APPLICANT FOR THE
ISSUE OF A NEW SUBSCRIPTION RECEIPT CERTIFICATE PURSUANT TO THIS SECTION 2.07
SHALL BEAR THE REASONABLE COST OF THE ISSUE THEREOF AND, IN THE CASE OF LOSS,
DESTRUCTION OR THEFT, SHALL AS A CONDITION PRECEDENT TO THE ISSUE THEREOF:
(I)
FURNISH TO THE CORPORATION AND TO THE
SUBSCRIPTION RECEIPT AGENT SUCH