Common use of Distributions Other Than Cash Clause in Contracts

Distributions Other Than Cash. Whenever the Depositary shall ----------------------------- receive any distribution other than cash on the deposited Preferred Stock, the Depositary shall, subject to Section 3.2 and the last sentence of Section 4.1, distribute to record holders of Receipts evidencing Depositary Shares representing deposited Preferred Stock on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by the Depositary in respect of the deposited Preferred Stock as are, as nearly as practicable, in proportion to the respective numbers of such Depositary Shares evidenced by the Receipts held by such holders in any manner that the Depositary and the Company may deem equitable and practicable for accomplishing such distribution. If, in the opinion of the Depositary after consultation with the Company, such distribution cannot be made proportionately among such record holders of Receipts evidencing Depositary Shares representing Preferred Stock or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Section 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of the applicable Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property unless the Company shall have provided to the Depositary an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered.

Distributions Other Than Cash. Whenever the Depositary shall ----------------------------- receive any distribution other than cash on Stock (other than any distribution in connection with the deposited Preferred StockConversion), the Depositary shall, on the date of receipt or as soon as practicable thereafter, subject to Section 3.2 Sections 3.01 and the last sentence of Section 4.13.02, distribute to record holders Record Holders of Receipts evidencing Depositary Shares representing deposited Preferred Stock on the record date fixed pursuant to Section 4.4 4.05 such amounts of the securities or non-cash property received by the Depositary in respect of the deposited Preferred Stock it as are, as nearly as practicable, in proportion to the respective numbers of such Depositary Shares evidenced by the Receipts held by such holders holders, in any manner that the Depositary and the Company may deem equitable and practicable for accomplishing such distribution. IfIf the Depositary determines that such distribution is subject to tax or other governmental charge that the Depositary is obligated by law to withhold, the Depositary may dispose of all or any portion of such property, at a public or private sale, as the Depositary deems necessary and practicable to pay such tax or charge, and the Depositary will distribute the net proceeds of such sale or the balance of any such property, after deduction of such tax or charge, to holders of the Depositary Shares in proportion to the number of outstanding Depositary Shares evidenced by Receipts that they hold. If the Depositary determines, however, that any such distribution to certain holders (but not all holders) is subject to withholding tax, the Depositary will use its commercially reasonable efforts to sell only the non-cash property distributable to such holders. If in the opinion of the Depositary after consultation with the Company, such distribution cannot be made proportionately among such record holders of Receipts evidencing Depositary Shares representing Preferred Stock Record Holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxestaxes or governmental charges) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Section 3.2Sections 3.01 and 3.02, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of the applicable Receipts as provided by Section 4.1 4.01 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property unless the Company shall have provided to the Depositary an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered.

Distributions Other Than Cash. Whenever the Depositary shall ----------------------------- receive any distribution other than cash on the deposited Preferred StockShares, the Depositary shall, subject to Section 3.2 and the last sentence of Section 4.13.02, distribute to record holders of Receipts evidencing Depositary Shares representing deposited Preferred Stock on the record date fixed pursuant to Section 4.4 4.04 such amounts of the securities or property received by the Depositary in respect of the deposited Preferred Stock it as are, as nearly as practicable, in proportion to the respective numbers of such Depositary Shares evidenced by the Receipts held by such holders holders, in any manner that the Depositary and the Company may deem equitable and practicable for accomplishing such distribution, except that no distribution will be made in respect of any Depositary Share to the extent that it represents any Preferred Shares converted into Excess Preferred Shares. If, in the opinion of the Depositary after consultation with the Company, such distribution cannot be made proportionately among such record holders of Receipts evidencing Depositary Shares representing Preferred Stock holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) ), the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Section 3.23.02, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of the applicable Receipts as provided by Section 4.1 4.01 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided to the Depositary an opinion of counsel stating that the distribution of such securities or property have has been registered under the Securities Act or do that registration is not need required. The Company shall advise the Depositary of the nature of any property, and if the Depositary in its reasonable judgment determines that it may incur liability by reason of being deemed an owner thereof, the Depositary shall have the right to refuse such property, but the Depositary shall assist the Company in determining an appropriate means of distributing such property. References to a “distribution” under this Section 4.02 shall not be registeredconstrued to include the receipt and distribution by the Depositary of Conversion Consideration.

Distributions Other Than Cash. Whenever the Depositary shall ----------------------------- receive any distribution other than cash on the deposited Preferred StockShares, the Depositary shall, subject to Section 3.2 and the last sentence of Section 4.13.02, distribute to record holders of Receipts evidencing Depositary Shares representing deposited Preferred Stock on the record date fixed pursuant to Section 4.4 4.04 such amounts of the securities or property received by the Depositary in respect of the deposited Preferred Stock it as are, as nearly as practicable, in proportion to the respective numbers of such Depositary Shares evidenced by the Receipts held by such holders holders, in any manner that the Depositary and the Company may deem equitable and practicable for accomplishing such distribution, except that no distribution will be made in respect of any Depositary Share to the extent that it represents any Preferred Shares converted into Excess Preferred Shares. If, in the opinion of the Depositary after consultation with the Company, such distribution cannot be made proportionately among such record holders of Receipts evidencing Depositary Shares representing Preferred Stock holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) ), the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Section 3.23.02, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of the applicable Receipts as provided by Section 4.1 4.01 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided to the Depositary an opinion of counsel reasonably satisfactory to the Depositary stating that that: (a) the distribution of such securities or property have has been registered under the Securities Act or do that registration is not need required, and any applicable state securities law filings have been made with respect to such securities; and (b) all such securities are validly issued, fully paid and non-assessable. The Company shall advise the Depositary of the nature of any property, and if the Depositary in its reasonable judgment determines that it may incur liability by reason of being deemed an owner thereof, the Depositary shall have the right to refuse such property, but the Depositary shall assist the Company in determining an appropriate means of distributing such property. References to a “distribution” under this Section 4.02 shall not be registeredconstrued to include the receipt and distribution by the Depositary of Conversion Consideration.

Distributions Other Than Cash. SHARES OR RIGHTS TO PURCHASE SHARES (a) Whenever the Company intends to distribute to the holders of Deposited Securities property other than cash, Shares or rights to purchase additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution and shall indicate whether or not it wishes such distribution to be made to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such distribution be made to Holders of ADSs, the Depositary shall ----------------------------- receive any determine whether such distribution other than cash on to Holders is lawful and practicable. The Depositary shall not make such distribution unless (i) the deposited Preferred StockCompany shall have timely requested the Depositary to make such distribution to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7, and (iii) the Depositary shall have determined that such distribution is reasonably practicable. (b) Upon receipt of satisfactory documentation and the request of the Company to distribute property to Holders of ADSs and after making the requisite determinations set forth in (a) above, the Depositary shall, subject may distribute the property so received to Section 3.2 and the last sentence Holders of Section 4.1, distribute to record holders of Receipts evidencing Depositary Shares representing deposited Preferred Stock on the record date fixed pursuant to Section 4.4 such amounts as of the securities or property received by the Depositary in respect of the deposited Preferred Stock as are, as nearly as practicableADS Record Date, in proportion to the respective numbers number of such Depositary Shares evidenced by the Receipts ADSs held by such holders Holders respectively and in any such manner that as the Depositary and the Company may deem equitable and practicable for accomplishing such distributiondistribution (i) upon receipt of payment or net of the applicable fees and charges of, and expenses incurred by, the Depositary, and (ii) net of any taxes and other governmental charges withheld. IfThe Depositary may dispose of all or a portion of the property so distributed and deposited, in the opinion of the Depositary after consultation with the Company, such distribution cannot be made proportionately among amounts and in such record holders of Receipts evidencing Depositary Shares representing Preferred Stock or if for any other reason manner (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) as the Depositary may deem practicable or necessary to satisfy any taxes (including applicable interest and penalties) or other governmental charges applicable to the distribution. (c) If (i) the Company does not request the Depositary to make such distribution to Holders or requests not to make such distribution to Holders, (ii) the Depositary does not receive satisfactory documentation within the terms of Section 5.7, or (iii) the securities Depositary determines that all or a portion of such distribution is not reasonably practicable or feasible, the Depositary shall endeavour to sell or cause such property thus received to be sold in a public or any part thereofprivate sale, at such place or places and upon such terms as it may deem proper. The proper and shall distribute the net proceeds proceeds, if any, of any such sale shall, subject to Section 3.2, be distributed or made available for distribution, as the case may be, received by the Depositary (net of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes) to record holders the Holders as of the applicable Receipts as provided by Section 4.1 in ADS Record Date upon the case terms of a distribution received in cashSection 4.1. The Company shall not make any distribution If the Depositary is unable to sell such property, the Depositary may dispose of such securities property in any way it deems reasonably practicable under the circumstances for nominal or property unless the Company no consideration and Holders and Beneficial Owners shall have provided to the Depositary an opinion of counsel stating that such securities no rights thereto or property have been registered under the Securities Act or do not need to be registeredarising therefrom.

Distributions Other Than Cash. Whenever the Depositary shall ----------------------------- receive any distribution other than cash on the deposited Convertible Preferred StockStock (other than any such distribution in connection with any conversion of the Convertible Preferred Stock pursuant to Section 6, 7 or 8 of the Certificate of Designations, as specified in writing by the Company, including on account of accrued and unpaid dividends), the Depositary shall, subject to Section 3.2 and the last sentence of Section 4.13.02, distribute on the date it receives such distribution or as soon as practicable thereafter to record holders of Receipts evidencing Depositary Shares representing deposited Preferred Stock on as of the record date fixed pursuant to Section 4.4 4.04 such amounts of the securities or property received by the Depositary in respect of the deposited Preferred Stock it as are, as nearly as practicable, in proportion to the respective numbers of such Depositary Shares evidenced by the Receipts held by such holders holders, in any manner that the Depositary and the Company may deem equitable and practicable for accomplishing such distribution. If, Whenever the Depositary shall receive any distribution other than cash on the deposited Convertible Preferred Stock in the opinion connection with any conversion of the Depositary after consultation with Convertible Preferred Stock pursuant to Section 6, 7 or 8 of the Certificate of Designations (as specified in writing by the Company), including on account of accrued and unpaid dividends, the Depositary shall, subject to Section 3.02, distribute on the date it receives such distribution cannot be made proportionately among such or as soon as practicable thereafter, to record holders of Receipts evidencing Depositary Shares representing Preferred Stock or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval as of the Company, adopt applicable Conversion Date such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) amounts of the securities or property thus received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares entitled to receive such distribution evidenced by the Receipts held by such holders, in any manner that the Depositary and the Company may deem equitable and practicable for accomplishing such distribution. The Person or Persons entitled to receive any part thereofCommon Stock issuable upon any conversion shall be treated for all purposes as the record holder(s) of such shares of Common Stock as of the close of business on the applicable Conversion Date. Delivery of shares of Common Stock and other property pursuant to this Section 4.02 may be made by the delivery of such certificates, documents of title and other instruments as the Depositary may deem appropriate, which, if required by the Depositary, shall be properly endorsed or accompanied by proper instruments of transfer. If such delivery is to be made otherwise than at the Depositary Office, such delivery shall be made, as hereinafter provided, without unreasonable delay, at the risk of any holder surrendering Receipts, and for the account of such holder, to such place or places and upon designated in writing by such terms as it may deem proper. The net proceeds of any such sale shall, subject to Section 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of the applicable Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property unless the Company shall have provided to the Depositary an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registeredholder.

Distributions Other Than Cash. Whenever the Depositary shall ----------------------------- receive any distribution other than cash on the deposited Convertible Preferred StockStock (other than any such distribution in connection with any conversion of the Convertible Preferred Stock pursuant to Section 5, 6 or 7 of the Certificate of Designations, as specified in writing by the Company, including on account of accrued and unpaid dividends), the Depositary shall, subject to Section 3.2 and the last sentence of Section 4.13.02, distribute on the date it receives such distribution or as soon as practicable thereafter to record holders of Receipts evidencing Depositary Shares representing deposited Preferred Stock on as of the record date fixed pursuant to Section 4.4 4.04 such amounts of the securities or property received by the Depositary in respect of the deposited Preferred Stock it as are, as nearly as practicable, in proportion to the respective numbers of such Depositary Shares evidenced by the Receipts held by such holders holders, in any manner that the Depositary and the Company may deem equitable and practicable for accomplishing such distribution. If, in the opinion of the The Depositary after consultation with the Company, such distribution cannot be made proportionately among such record holders of Receipts evidencing Depositary Shares representing Preferred Stock or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Section 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of the applicable Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided to the Depositary an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered. The Company covenants for the benefit of the holders of Depositary Shares that it will use its best efforts to provide such an opinion of counsel to the Depositary with regard to any securities that it delivers to the Depositary in respect of any conversion of the Convertible Preferred Stock pursuant to Section 5, 6 or 7 of the Certificate of Designations prior to the date of such delivery. Whenever the Depositary shall receive any distribution other than cash on the deposited Convertible Preferred Stock in connection with any conversion of the Convertible Preferred Stock pursuant to Section 5, 6 or 7 of the Certificate of Designations (as specified in writing by the Company), including on account of accrued and unpaid dividends, the Depositary shall, subject to Section 3.02, distribute on the date it receives such distribution or as soon as practicable thereafter, to record holders of Receipts as of the applicable Conversion Date such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares entitled to receive such distribution evidenced by the Receipts held by such holders, in any manner that the Depositary and the Company may deem equitable and practicable for accomplishing such distribution. The Person or Persons entitled to receive any Common Stock issuable upon any conversion shall be treated for all purposes as the record holder(s) of such shares of Common Stock as of the close of business on the applicable Conversion Date. Delivery of shares of Common Stock and other property pursuant to this Section 4.02 may be made by the delivery of such certificates, documents of title and other instruments as the Depositary may deem appropriate, which, if required by the Depositary, shall be properly endorsed or accompanied by proper instruments of transfer. If such delivery is to be made otherwise than at the Depositary Office, such delivery shall be made, as hereinafter provided, without unreasonable delay, at the risk of any holder surrendering Receipts, and for the account of such holder, to such place designated in writing by such holder.

Distributions Other Than Cash. Whenever the Depositary shall ----------------------------- receive any distribution other than cash on the deposited Preferred StockShares, the Depositary shall, subject to Section 3.2 and the last sentence of Section 4.13.02, distribute to record holders of Receipts evidencing Depositary Shares representing deposited Preferred Stock on the record date fixed pursuant to Section 4.4 4.04 such amounts of the securities or property received by the Depositary in respect of the deposited Preferred Stock it as are, as nearly as practicable, in proportion to the respective numbers of such Depositary Shares evidenced by the Receipts held by such holders holders, in any manner that the Depositary and the Company may deem equitable and practicable for accomplishing such distribution, except that no distribution will be made in respect of any Depositary Share to the extent that it represents any Preferred Shares converted into Excess Preferred Shares. If, in the opinion of the Depositary after consultation with the Company, such distribution cannot be made proportionately among such record holders of Receipts evidencing Depositary Shares representing Preferred Stock holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) ), the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Section 3.23.02, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of the applicable Receipts as provided by Section 4.1 4.01 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided to the Depositary an opinion of counsel stating that the distribution of such securities or property have has been registered under the Securities Act or do that registration is not need required. The Company shall advise the Depositary of the nature of any property, and if the Depositary in its reasonable judgement determines that it may incur liability by reason of being deemed an owner thereof, the Depositary shall have the right to be registeredrefuse such property, but the Depositary shall assist the Company in determining an appropriate means of distributing such property.

Distributions Other Than Cash. Whenever the Depositary shall ----------------------------- receive any distribution other than cash on the deposited Preferred Stock or deposited Excess Stock, the Depositary shall, subject to Section 3.2 and the last sentence of Section 4.1, (i) distribute to record holders of Receipts evidencing Depositary Shares representing deposited Preferred Stock on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by the Depositary in respect of the deposited Preferred Stock as are, as nearly as practicable, in proportion to the respective numbers of such Depositary Shares evidenced by the Receipts held by such holders and (ii) distribute to record holders of Receipts evidencing Depositary Shares representing deposited Excess Stock on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by the Depositary in respect of the deposited Excess Stock as are, as nearly as practicable, in proportion to the respective number of such Depositary Shares, evidenced by the Receipts held by such holders (subject to the obligation, if any, of the applicable Trustee to distribute certain such securities or property to the applicable Prohibited Owners as contemplated by Article Thirteenth), in each case in any manner that the Depositary and the Company may deem equitable and practicable for accomplishing such distribution. If, in the opinion of the Depositary after consultation with the Company, such distribution cannot be made proportionately among such record holders of Receipts evidencing Depositary Shares representing Preferred Stock or among record holders of Receipts evidencing Depositary Shares representing Excess Stock, as the case may be, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Section 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of the applicable Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property unless the Company shall have provided to the Depositary an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered.

Distributions Other Than Cash. Rights, Preferences or ----------------------------------------------------- Privileges. Whenever the Depositary shall ----------------------------- receive any distribution other than cash on the deposited Preferred ---------- cash, rights, preferences or privileges upon Stock, the Depositary shall, subject to Section 3.2 Sections 3.01 and the last sentence of Section 4.13.02, distribute to record holders of Receipts evidencing Depositary Shares representing deposited Preferred Stock Record Holders on the record date fixed pursuant to Section 4.4 4.04 such amounts of the securities or property received by the Depositary in respect of the deposited Preferred Stock it as are, as nearly as practicable, in proportion to the respective numbers of such Depositary Shares evidenced by the Receipts held by such holders in any manner holders, except that the Depositary and the Company may deem equitable and practicable for accomplishing such distributionnot distribute fractional shares of Common Stock or of any security not issuable in fractional shares. If, If in the opinion of the Depositary after consultation with the Company, Company such distribution cannot be made proportionately among such record holders of Receipts evidencing Depositary Shares representing Preferred Stock Record Holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with at the approval direction of the Company, adopt such method as it the Company deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received received, or any part thereof, at such place or places and upon such terms as it may deem proper. No fractional shares or Common Stock will be issued upon conversion or redemption of Depositary Shares or upon payment of stock dividends or distributions on the Stock; and, if such conversion, redemption, dividend or distribution would otherwise result in a fractional share of Common Stock being issued, the Depositary shall sell the total number of shares of Common Stock that would have been represented by such fractional shares at public sale at such place or places and upon such terms it deems proper. The net proceeds of any such sale shall, subject to Section 3.2Sections 3.01 and 3.02, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of the applicable Receipts as provided by Section 4.1 Section 4.01 in the case of a distribution received in cash. The Company shall not make amount distributed in the foregoing cases will be reduced by any distribution of such securities or property unless amount required to be withheld by the Company shall have provided to or the Depositary an opinion on account of counsel stating that such securities taxes or property have been registered under the Securities Act otherwise required pursuant to law, regulation or do not need to be registeredcourt process.

Distributions Other Than Cash. Whenever the Depositary shall ----------------------------- receive any distribution other than cash on the deposited Preferred StockShares, the Depositary shall, subject to Section 3.2 and the last sentence of Section 4.13.02, distribute to record holders of Receipts evidencing Depositary Shares representing deposited Preferred Stock on the record date fixed pursuant to Section 4.4 4.04 such amounts of the securities or property received by the Depositary in respect of the deposited Preferred Stock it as are, as nearly as practicable, in proportion to the respective numbers of such Depositary Shares evidenced by the Receipts held by such holders holders, in any manner that the Depositary and the Company may deem equitable and practicable for accomplishing such distribution, except that no distribution will be made in respect of any Depositary Share to the extent that it represents any Preferred Shares designated as Shares-in-Trust. If, in the opinion of the Depositary after consultation with the Company, such distribution cannot be made proportionately among such record holders of Receipts evidencing Depositary Shares representing Preferred Stock holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) ), the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Section 3.23.02, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of the applicable Receipts as provided by Section 4.1 4.01 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided to the Depositary an opinion of counsel stating that the distribution of such securities or property have has been registered under the Securities Act or do that registration is not need required. The Company shall advise the Depositary of the nature of any property, and if the Depositary in its reasonable judgment determines that it may be deemed an owner thereof and may incur liability by reason thereof, the Depositary shall have the right to be registeredrefuse such property, but the Depositary shall assist the Company in determining an appropriate means of distributing such property.

Distributions Other Than Cash. Whenever the Depositary shall ----------------------------- receive any distribution other than cash on the deposited Preferred Stock, the Depositary shall, subject to Section 3.2 Sections 3.01 and the last sentence of Section 4.13.02, distribute to record holders of Receipts evidencing Depositary Shares representing deposited Preferred Stock on the record date fixed pursuant to Section 4.4 4.04 such amounts of the securities or property received by the Depositary in respect of the deposited Preferred Stock it as are, as nearly as practicable, in proportion to the respective numbers of such Depositary Shares evidenced by the Receipts held by such holders holders, in any manner that the Depositary and the Company may deem equitable and practicable for accomplishing such distributiondistribution including, without limitation, through book-entry transfer through DTC in the case of DTC Receipts; provided, however, that in case the Company or the Depositary shall be required to withhold, and shall withhold, from any distribution in respect of the Preferred Stock an amount on account of taxes, the amount of property or securities made available for distribution or distributed in respect of Depositary Shares shall be reduced accordingly, and such withheld property may be disposed of by the Depositary, without any further consent or direction from the Company, in such manner as the Depositary deems necessary and practicable to pay such taxes and shall be treated for all purposes of this Deposit Agreement as having been paid to the record holder of Receipts in respect of which the Company or the Depositary, as the case may be, made such withholding. If, The Depositary shall not make any distribution of securities to the holders of Receipts unless the Company shall have provided to the Depositary an opinion of counsel stating that such securities have been registered under the Securities Act or do not need to be registered. If in the opinion of the Depositary after consultation with the Company, such distribution cannot be made proportionately among such record holders of Receipts evidencing Depositary Shares representing Preferred Stock holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxestaxes or governmental charges) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shallshall be, subject to Section 3.2Sections 3.01 and 3.02, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of the applicable Receipts as provided by Section 4.1 4.01 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property unless the Company shall have provided to the Depositary an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered.

Distributions Other Than Cash. Whenever the Depositary shall ----------------------------- receive any distribution other than cash on the deposited Preferred StockShares, the Depositary shall, subject to Section 3.2 and the last sentence of Section 4.13.2, distribute to record holders of Receipts evidencing Depositary Shares representing deposited Preferred Stock on the record date fixed pursuant to Section 4.4 such amounts of the securities or property received by the Depositary in respect of the deposited Preferred Stock it as are, as nearly as practicable, in proportion to the respective numbers of such Depositary Shares evidenced by the Receipts held by such holders holders, in any manner manner, that the Depositary and the Company may deem equitable and practicable for accomplishing such distribution, except that no distribution will be made in respect of any Depositary Share to the extent that it represents any Preferred Shares converted into Excess Preferred Shares. If, in the opinion of the Depositary after consultation with the Company, such distribution cannot be made proportionately among such record holders of Receipts evidencing Depositary Shares representing Preferred Stock holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount on account of taxes) ), the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Section 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of the applicable Receipts as provided by Section 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such securities or property to the holders of Receipts unless the Company shall have provided to the Depositary an opinion of counsel stating that such securities or property have been registered under the Securities Act or do not need to be registered.