Common use of DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM Clause in Contracts

DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM. (a) Notwithstanding the provisions of Section 2.04 of the Deposit Agreement, the parties acknowledge that the Direct Registration System (“DRS”) and Profile Modification System (“Profile”) shall apply to uncertificated American Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated American Depositary Shares, which ownership shall be evidenced by periodic statements issued by the Depositary to the Owners entitled thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of the Owner of uncertificated American Depositary Shares, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register such transfer. (b) Upon issuance of American Depositary Shares in DRS, the American Depositary Shares of each Owner will be registered in the name of each such Owner. Each Owner will be given the option of (i) receiving a Receipt evidencing its American Depositary Shares, (ii) transferring such American Depositary Shares to a DTC participant designated by the Owner of such American Depositary Shares (which designation shall be unanimous if there is more than one Owner of the same American Depositary Shares), or (iii) maintaining its American Depositary Shares in DRS. Interchanges of certificated and uncertificated American Depositary Shares shall be effected pursuant to the terms of Section 2.04 of the Deposit Agreement. (c) In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand that the Depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an Owner in requesting registration of transfer and delivery described in subsection (a) has the actual authority to act on behalf of the Owner. The Company and each Owner agree that the Depositary shall have no liability for relying upon the authority of and information in, nor for complying with directions from, a DTC participant as set forth above. The Company shall indemnify and hold harmless the Depositary from and against any liability, expense, damage, loss and judgment arising from or related to the foregoing (including reasonable attorneys fees and expenses and expenses arising from or connected with the enforcement of this provision). For the avoidance of doubt, (i) the Depositary shall be fully protected by the foregoing limitation of liability and indemnification with respect to reliance upon and compliance with instructions from the DTC participant even if the Depositary's reliance on, and compliance with, such instructions is determined by a final, non-appealable order or judgment of a court of competent jurisdiction to constitute negligence, willful misconduct, breach of any duty owed by the Depositary to such Owner or violation of any law and (ii) the forgoing shall not apply to the manner in which the Depositary carries out actual transfer of the American Depositary Shares which are the subject of the DTC participant’s instruction, which transfer shall continue to be governed by the other applicable terms of this Deposit Agreement. By way of example and not by way of limitation, if a court of competent jurisdiction determines that the transfer of American Depositary Shares pursuant to a DTC participant’s instruction without obtaining prior authorization from the Owner constitutes negligence, the Depositary will nevertheless be protected under this subparagraph (b); on the other hand, in carrying out such instructions, if the Depositary transfers American Depositary Shares from the wrong account or to the wrong DTC participant, the obligation to indemnify the Depositary shall be determined in accordance with Sections 5.03 and 5.08 of the Deposit Agreement.

DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM. (a) Notwithstanding the provisions of Section 2.04 of the Deposit Agreement, the parties acknowledge that the Direct Registration System (“DRS”) and Profile Modification System (“Profile”) shall apply to uncertificated American Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated American Depositary Shares, which ownership shall be evidenced by periodic statements issued by the Depositary to the Owners entitled thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of the Owner of uncertificated American Depositary Shares, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register such transfer. (b) Upon issuance of American Depositary Shares in DRS, the American Depositary Shares of each Owner will be registered in the name of each such Owner. Each Owner will be given the option of (i) receiving a Receipt evidencing its American Depositary Shares, (ii) transferring such American Depositary Shares to a DTC participant designated by the Owner of such American Depositary Shares (which designation shall be unanimous if there is more than one Owner of the same American Depositary Shares), or (iii) maintaining its American Depositary Shares in DRS. Interchanges of certificated and uncertificated American Depositary Shares shall be effected pursuant to the terms of Section 2.04 of the Deposit Agreement. (c) In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand that the Depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an Owner in requesting registration of transfer and delivery described in subsection (a) has the actual authority to act on behalf of the Owner. The Company and each Owner agree that the Depositary shall have no liability for relying upon the authority of and information in, nor for complying with directions from, a DTC participant as set forth above. The Company shall indemnify and hold harmless the Depositary from and against any liability, expense, damage, loss and judgment arising from or related to the foregoing (including reasonable attorneys fees and expenses and expenses arising from or connected with the enforcement of this provision). For the avoidance of doubt, (i) the Depositary shall be fully protected by the foregoing limitation of liability and indemnification with respect to reliance upon and compliance with instructions from the DTC participant even if the Depositary's ’s reliance on, and compliance with, such instructions is determined by a final, non-appealable order or judgment of a court of competent jurisdiction to constitute negligence, willful misconduct, breach of any duty owed by the Depositary to such Owner or violation of any law and (ii) the forgoing shall not apply to the manner in which the Depositary carries out actual transfer of the American Depositary Shares which are the subject of the DTC participant’s instruction, which transfer shall continue to be governed by the other applicable terms of this Deposit Agreement. By way of example and not by way of limitation, if a court of competent jurisdiction determines that the transfer of American Depositary Shares pursuant to a DTC participant’s instruction without obtaining prior authorization from the Owner constitutes negligence, the Depositary will nevertheless be protected under this subparagraph (b); on the other hand, in carrying out such instructions, if the Depositary transfers American Depositary Shares from the wrong account or to the wrong DTC participant, the obligation to indemnify the Depositary shall be determined in accordance with Sections 5.03 and 5.08 of the Deposit Agreement.

DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM. (a) Notwithstanding the provisions of Section 2.04 of the Deposit Agreement, the parties acknowledge that the Direct Registration System (“DRS”) and Profile Modification System (“Profile”) shall apply to uncertificated American Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated American Depositary Shares, which ownership shall be evidenced by periodic statements issued by the Depositary to the Owners entitled thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of the Owner of uncertificated American Depositary Sharesan Owner, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register such transfer. (b) Upon issuance of American Depositary Shares in DRS, the American Depositary Shares of each Owner will be registered in the name of each such Owner. Each Owner will be given the option of (i) receiving a Receipt evidencing its American Depositary Shares, (ii) transferring such American Depositary Shares to a DTC participant designated by the Owner of such American Depositary Shares (which designation shall be unanimous if there is more than one Owner of the same American Depositary Shares), or (iii) maintaining its American Depositary Shares in DRS. Interchanges of certificated and uncertificated American Depositary Shares shall be effected pursuant to the terms of Section 2.04 of the Deposit Agreement. (c) In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand that the Depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an Owner in requesting registration of transfer and delivery described in subsection (a) has the actual authority to act on behalf of the Owner. The Company and each Owner agree that (notwithstanding any requirements under the Depositary shall have no liability for relying upon the authority of and information in, nor for complying with directions from, a DTC participant as set forth above. The Company shall indemnify and hold harmless the Depositary from and against any liability, expense, damage, loss and judgment arising from or related to the foregoing (including reasonable attorneys fees and expenses and expenses arising from or connected with the enforcement of this provisionUniform Commercial Code). For the avoidance of doubt, (i) the Depositary shall be fully protected by the foregoing limitation provisions of liability and indemnification with respect to reliance upon and compliance with instructions from the DTC participant even if the Depositary's reliance on, and compliance with, such instructions is determined by a final, non-appealable order or judgment of a court of competent jurisdiction to constitute negligence, willful misconduct, breach of any duty owed by the Depositary to such Owner or violation of any law and (ii) the forgoing shall not apply to the manner in which the Depositary carries out actual transfer of the American Depositary Shares which are the subject of the DTC participant’s instruction, which transfer shall continue to be governed by the other applicable terms of this Deposit Agreement. By way of example and not by way of limitation, if a court of competent jurisdiction determines that the transfer of American Depositary Shares pursuant to a DTC participant’s instruction without obtaining prior authorization from the Owner constitutes negligence, the Depositary will nevertheless be protected under this subparagraph (b); on the other hand, in carrying out such instructions, if the Depositary transfers American Depositary Shares from the wrong account or to the wrong DTC participant, the obligation to indemnify the Depositary shall be determined in accordance with Sections 5.03 and 5.08 of the Deposit Agreement shall apply to the matters arising from the use of the DRS. Without prejudice to the preceding sentence, the parties agree that neither the Company nor the Depositary shall have any liability for the Depositary’s reliance upon information, or compliance with instructions, received by the Depositary through the DRS/Profile System and in accordance with this Deposit Agreement, and that reliance and compliance shall not constitute negligence or bad faith on the part of the Depositary.

DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM. (a) Notwithstanding the provisions of Section 2.04 of the Deposit Agreement3.5, the parties acknowledge that the Direct Registration System (“DRS”) and Profile Modification System (“Profile”) shall apply to uncertificated American Depositary Shares Grantor Trust Certificates upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the Depositary Grantor Trust Trustee or its designee (as applicable) may electronically and directly register on its books the ownership of uncertificated American Depositary Shares, which ownership shall be evidenced by periodic statements issued by the Depositary to the Owners entitled theretoGrantor Trust Certificates. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of the an Owner of uncertificated American Depositary SharesGrantor Trust Certificates in DRS book-entry position, to direct the Depositary Grantor Trust Trustee or its designee (as applicable) to register a transfer of those American Depositary Shares Grantor Trust Certificates to DTC or its nominee and to deliver those American Depositary Shares Grantor Trust Certificates to the DTC account of that DTC participant without receipt by the Depositary Grantor Trust Trustee or its designee (as applicable) of prior authorization from the Owner to register such transfer. (b) Upon issuance of American Depositary Shares in DRS, the American Depositary Shares of each Owner will be registered in the name of each such Owner. Each Owner will be given the option of (i) receiving a Receipt evidencing its American Depositary Shares, (ii) transferring such American Depositary Shares to a DTC participant designated by the Owner of such American Depositary Shares (which designation shall be unanimous if there is more than one Owner of the same American Depositary Shares), or (iii) maintaining its American Depositary Shares in DRS. Interchanges of certificated and uncertificated American Depositary Shares shall be effected pursuant to the terms of Section 2.04 of the Deposit Agreement. (c) In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand that the Depositary Grantor Trust Trustee or its designee (as applicable) will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an Owner in requesting a registration of transfer and delivery as described in subsection (a) has the actual authority to act on behalf of the Owner. The Company and each Owner agree that the Depositary shall have no liability for relying upon the authority of and information in, nor for complying with directions from, a DTC participant as set forth above. The Company shall indemnify and hold harmless the Depositary from and against any liability, expense, damage, loss and judgment arising from or related to the foregoing (including reasonable attorneys fees and expenses and expenses arising from or connected with the enforcement of this provision). For the avoidance of doubt, the provisions of Sections 6.3 and 6.8 shall apply to the matters arising from the use of the DRS. The parties agree that the Grantor Trust Trustee or its designee (i) the Depositary shall be fully protected by the foregoing limitation of liability and indemnification with respect to as applicable)’s reliance upon on and compliance with instructions from the DTC participant even if the Depositary's reliance on, and compliance with, such instructions is determined by a final, non-appealable order or judgment of a court of competent jurisdiction to constitute negligence, willful misconduct, breach of any duty owed received by the Depositary to such Owner Grantor Trust Trustee or violation of any law and its designee (iias applicable) through the forgoing shall not apply to the manner in which the Depositary carries out actual transfer of the American Depositary Shares which are the subject of the DTC participant’s instruction, which transfer shall continue to be governed by the other applicable terms of this Deposit Agreement. By way of example and not by way of limitation, if a court of competent jurisdiction determines that the transfer of American Depositary Shares pursuant to a DTC participant’s instruction without obtaining prior authorization from the Owner constitutes negligence, the Depositary will nevertheless be protected under this subparagraph (b); on the other hand, in carrying out such instructions, if the Depositary transfers American Depositary Shares from the wrong account or to the wrong DTC participant, the obligation to indemnify the Depositary shall be determined DRS/Profile in accordance with Sections 5.03 this Deed and 5.08 in compliance with all applicable procedures of DTC, DRS and Profile shall not constitute negligence or bad faith on the part of the Deposit AgreementGrantor Trust Trustee or its designee (as applicable).

DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM. (a) Notwithstanding the provisions of Section 2.04 of the Deposit Agreement, the parties acknowledge that the Direct Registration System (“"DRS”") and Profile Modification System (“"Profile”") shall apply to uncertificated American Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated American Depositary Shares, which ownership shall be evidenced by periodic statements issued by the Depositary to the Owners entitled thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of the Owner of uncertificated American Depositary Shares, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register such transfer. (b) Upon issuance of American Depositary Shares in DRS, the American Depositary Shares of each Owner will be registered in the name of each such Owner. Each Owner will be given the option of (i) receiving a Receipt evidencing its American Depositary Shares, (ii) transferring such American Depositary Shares to a DTC participant designated by the Owner of such American Depositary Shares (which designation shall be unanimous if there is more than one Owner of the same American Depositary Shares), or (iii) maintaining its American Depositary Shares in DRS. Interchanges of certificated and uncertificated American Depositary Shares shall be effected pursuant to the terms of Section 2.04 of the Deposit Agreement. (c) In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand that the Depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an Owner in requesting registration of transfer and delivery described in subsection (a) has the actual authority to act on behalf of the Owner. The Company and each Owner agree that the Depositary shall have no liability for relying upon the authority of and information in, nor for complying with directions from, a DTC participant as set forth above. The Company shall indemnify and hold harmless the Depositary from and against any liability, expense, damage, loss and judgment arising from or related to the foregoing (including reasonable attorneys fees and expenses and expenses arising from or connected with the enforcement of this provision). For the avoidance of doubt, (i) the Depositary shall be fully protected by the foregoing limitation of liability and indemnification with respect to reliance upon and compliance with instructions from the DTC participant even if the Depositary's reliance on, and compliance with, such instructions is determined by a final, non-appealable order or judgment of a court of competent jurisdiction to constitute negligence, willful misconduct, breach of any duty owed by the Depositary to such Owner or violation of any law and (ii) the forgoing shall not apply to the manner in which the Depositary carries out actual transfer of the American Depositary Shares which are the subject of the DTC participant’s 's instruction, which transfer shall continue to be governed by the other applicable terms of this the Deposit Agreement. By way of example and not by way of limitation, if a court of competent jurisdiction determines that the transfer of American Depositary Shares pursuant to a DTC participant’s 's instruction without obtaining prior authorization from the Owner constitutes negligence, the Depositary will nevertheless be protected under this subparagraph (b); on the other hand, in carrying out such instructions, if the Depositary transfers American Depositary Shares from the wrong account or to the wrong DTC participant, the obligation to indemnify the Depositary shall be determined in accordance with Sections 5.03 and 5.08 of the Deposit Agreement.

DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM. (a) Notwithstanding the provisions of Section 2.04 of the Deposit Agreement, the parties acknowledge that the Direct Registration System (“DRS”) and Profile Modification System (“Profile”) shall apply to uncertificated American Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated American Depositary Shares, which ownership shall be evidenced by periodic statements issued by the Depositary to the Owners entitled thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of the Owner of uncertificated American Depositary Sharesan Owner, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register such transfer. (b) Upon issuance of American Depositary Shares in DRS, the American Depositary Shares of each Owner will be registered in the name of each such Owner. Each Owner will be given the option of (i) receiving a Receipt evidencing its American Depositary Shares, (ii) transferring such American Depositary Shares to a DTC participant designated by the Owner of such American Depositary Shares (which designation shall be unanimous if there is more than one Owner of the same American Depositary Shares), or (iii) maintaining its American Depositary Shares in DRS. Interchanges of certificated and uncertificated American Depositary Shares shall be effected pursuant to the terms of Section 2.04 of the Deposit Agreement. (c) In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand that the Depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an Owner in requesting registration of transfer and delivery described in subsection (a) has the actual authority to act on behalf of the Owner. The Company Owner (notwithstanding any requirements under the Uniform Commercial Code, as in effect on the date of the Deposit Agreement in the State of New York, as the same may be modified, amended, revised, supplemented and each Owner agree that the Depositary shall have no liability for relying upon the authority of and information in, nor for complying with directions from, a DTC participant as set forth above. The Company shall indemnify and hold harmless the Depositary restated from and against any liability, expense, damage, loss and judgment arising from or related to the foregoing (including reasonable attorneys fees and expenses and expenses arising from or connected with the enforcement of this provisiontime-to-time). For the avoidance of doubt, (i) the Depositary shall be fully protected by the foregoing limitation provisions of liability and indemnification with respect to reliance upon and compliance with instructions from the DTC participant even if the Depositary's reliance on, and compliance with, such instructions is determined by a final, non-appealable order or judgment of a court of competent jurisdiction to constitute negligence, willful misconduct, breach of any duty owed by the Depositary to such Owner or violation of any law and (ii) the forgoing shall not apply to the manner in which the Depositary carries out actual transfer of the American Depositary Shares which are the subject of the DTC participant’s instruction, which transfer shall continue to be governed by the other applicable terms of this Deposit Agreement. By way of example and not by way of limitation, if a court of competent jurisdiction determines that the transfer of American Depositary Shares pursuant to a DTC participant’s instruction without obtaining prior authorization from the Owner constitutes negligence, the Depositary will nevertheless be protected under this subparagraph (b); on the other hand, in carrying out such instructions, if the Depositary transfers American Depositary Shares from the wrong account or to the wrong DTC participant, the obligation to indemnify the Depositary shall be determined in accordance with Sections 5.03 and 5.08 of the Deposit Agreement shall apply to the matters arising from the use of the DRS. The parties agree that the Depositary’s reliance on and compliance with instructions received by the Depositary through the DRS/Profile System and in accordance with the Deposit Agreement, shall not constitute negligence or bad faith on the part of the Depositary.

DTC DIRECT REGISTRATION SYSTEM AND PROFILE MODIFICATION SYSTEM. (a) Notwithstanding the provisions of Section 2.04 of the Deposit Agreement, the parties acknowledge that the Direct Registration System (“DRS”) and Profile Modification System (“Profile”) shall apply to uncertificated American Depositary Shares upon acceptance thereof to DRS by DTC. DRS is the system administered by DTC pursuant to which the Depositary may register the ownership of uncertificated American Depositary Shares, which ownership shall be evidenced by periodic statements issued by the Depositary to the Owners entitled thereto. Profile is a required feature of DRS which allows a DTC participant, claiming to act on behalf of the Owner of uncertificated American Depositary Shares, to direct the Depositary to register a transfer of those American Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without receipt by the Depositary of prior authorization from the Owner to register such transfer. (b) Upon issuance of American Depositary Shares in DRS, the American Depositary Shares of each Owner will be registered in the name of each such Owner. Each Owner will be given the option of (i) receiving a Receipt evidencing its American Depositary Shares, (ii) transferring such American Depositary Shares to a DTC participant designated by the Owner of such American Depositary Shares (which designation shall be unanimous if there is more than one Owner of the same American Depositary Shares), or (iii) maintaining its American Depositary Shares in DRS. Interchanges of certificated and uncertificated American Depositary Shares shall be effected pursuant to the terms of Section 2.04 of the Deposit Agreement. (c) In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties understand that the Depositary will not verify, determine or otherwise ascertain that the DTC participant which is claiming to be acting on behalf of an Owner in requesting registration of transfer and delivery described in subsection (a) has the actual authority to act on behalf of the Owner. The Company and each Owner agree that the Depositary shall have no liability for relying upon the authority of and information in, nor for complying with directions from, a DTC participant as set forth above. The Company shall indemnify and hold harmless the Depositary from and against any liability, expense, damage, loss and judgment arising from or related to the foregoing (including reasonable attorneys fees and expenses and expenses arising from or connected with the enforcement of this provision). For the avoidance of doubt, (i) the Depositary shall be fully protected by the foregoing limitation of liability and indemnification with respect to reliance upon and compliance with instructions from the DTC participant even if the Depositary's reliance on, and compliance with, such instructions is determined by a final, non-appealable order or judgment of a court of competent jurisdiction to constitute negligence, willful misconduct, breach of any duty owed by the Depositary to such Owner or violation of any law and (ii) the forgoing shall not apply to the manner in which the Depositary carries out actual transfer of the American Depositary Shares which are the subject of the DTC participant’s instruction, which transfer shall continue to be governed by the other applicable terms of this Deposit Agreement. By way of example and not by way of limitation, if a court of competent jurisdiction determines that the transfer of American Depositary Shares pursuant to a DTC participant’s instruction without obtaining prior authorization from the Owner constitutes negligence, the Depositary will nevertheless be protected under this subparagraph (b); on the other hand, in carrying out such instructions, if the Depositary transfers American Depositary Shares from the wrong account or to the wrong DTC participant, the obligation to indemnify the Depositary shall be determined in accordance with Sections 5.03 and 5.08 of the Deposit Agreement.