Common use of Liability of Holder for Taxes and Other Charges Clause in Contracts

Liability of Holder for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any Deposited Securities, ADSs or this ADR shall be payable to the Depositary by the Holders and Beneficial Owners of the related ADSs. In accordance with applicable laws and regulations, the Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities, and the Depositary may sell for the account of any Holder and/or Beneficial Owner of ADSs any or all of the Deposited Securities related to such ADSs and apply such distributions and sale proceeds in payment of, any taxes (including applicable interest and penalties) or charges that are or may be payable by such Holders or Beneficial Owners in respect of the ADSs, Deposited Securities and this ADR, the Holder and the Beneficial Owner remaining liable for any deficiency. The Depositary and its agents shall withhold and report in respect of any payments or distributions made in respect of the Deposited Securities such amounts as may be required to be withheld or reported under the Internal Revenue Code of 1986, as amended, (the “Code”) or any applicable provision of foreign, state or local tax law with respect to the making of such payments or distributions. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to Deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8 of the Class A Deposit Agreement) the withdrawal of Deposited Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner of ADSs agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained for such Holder and/or Beneficial Owner.

Liability of Holder for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any Deposited SecuritiesProperty, ADSs or this ADR ADRs shall be payable to the Depositary by the Holders and Beneficial Owners of to the related ADSsDepositary. In accordance with applicable laws and regulations, the The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited SecuritiesProperty held on behalf of such Holder and/or Beneficial Owner, and the Depositary may sell for the account of any a Holder and/or the Beneficial Owner of ADSs any or all of the such Deposited Securities related to such ADSs Property and apply such distributions and sale proceeds in payment of, any taxes (including applicable interest and penalties) or charges that are or may be maybe payable by such Holders Holder or Beneficial Owners in respect of the ADSs, Deposited Securities Property and this ADRADRs, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The Depositary and its agents shall withhold and report in respect of any payments or distributions made in respect of the Deposited Securities such amounts as may be required to be withheld or reported under the Internal Revenue Code of 1986, as amended, (the “Code”) or any applicable provision of foreign, state or local tax law with respect to the making of such payments or distributions. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, convert ADSs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) and Section 7.8 7.8(a) of the Class A C-2 Deposit Agreement) the withdrawal of Deposited Securities Payment until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner of ADSs agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from (i) any tax benefit obtained for ADSs held by such Holder and/or owned by such Beneficial Owner, (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial OwnerOwner in respect of the ADSs and/or the Deposited Property represented thereby (including, without limitation, the conversion of ADSs and the Shares represented thereby). Notwithstanding anything to the contrary contained in the Class C-2 Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners under Section 3.2 of the Class C-2 Deposit Agreement shall survive any transfer of ADSs, any cancellation of ADSs and withdrawal of Deposited Securities, and the termination of the Class C-2 Deposit Agreement.

Liability of Holder for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any ADR or any Deposited Securities, Securities or ADSs or this ADR shall be payable to the Depositary by the Holders and Beneficial Owners of to the related ADSsDepositary. In accordance with applicable laws and regulations, the The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities, Securities and the Depositary may sell for the account of any a Holder and/or Beneficial Owner of ADSs any or all of the Deposited Securities related to such ADSs and apply such distributions and sale proceeds in payment of, of any taxes (including applicable interest and penalties) or charges that are or may be payable by such Holders or Beneficial Owners in respect of the ADSs, the Deposited Securities and this ADRADRs, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The Depositary and its agents shall withhold and report in respect of any payments or distributions made in respect of the Deposited Securities such amounts as may be required to be withheld or reported under the Internal Revenue Code of 1986, as amended, (the “Code”) or any applicable provision of foreign, state or local tax law with respect to the making of such payments or distributions. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (24) hereof and Section 7.8 of the Class A Deposit Agreement) the withdrawal of Deposited Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner of ADSs agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained for such Holder and/or Beneficial Owner.

Liability of Holder for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any ADR or any Deposited Securities, Securities or ADSs or this ADR shall be payable to the Depositary by the Holders and Beneficial Owners of to the related ADSsDepositary. In accordance with applicable laws and regulations, the The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities, Securities and the Depositary may sell for the account of any a Holder and/or Beneficial Owner of ADSs any or all of the Deposited Securities related to such ADSs and apply such distributions and sale proceeds in payment of, any taxes (including applicable interest and penalties) or charges that are or may be payable by such Holders or Beneficial Owners in respect of the ADSs, Deposited Securities and this ADRADRs, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The Depositary and its agents shall withhold and report in respect of any payments or distributions made in respect of the Deposited Securities such amounts as may be required to be withheld or reported under the Internal Revenue Code of 1986, as amended, (the “Code”) or any applicable provision of foreign, state or local tax law with respect to the making of such payments or distributions. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (24) and Section 7.8 of the Class A Deposit Agreement) the withdrawal of Deposited Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner of ADSs agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained for such Holder and/or Beneficial Owner.

Liability of Holder for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any Deposited SecuritiesProperty, ADSs or this ADR ADRs shall be payable to the Depositary by the Holders and Beneficial Owners of to the related ADSsDepositary. In accordance with applicable laws and regulations, the The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited SecuritiesProperty held on behalf of such Holder and/or Beneficial Owner, and the Depositary may sell for the account of any a Holder and/or the Beneficial Owner of ADSs any or all of the such Deposited Securities related to such ADSs Property and apply such distributions and sale proceeds in payment of, any taxes (including applicable interest and penalties) or charges that are or may be maybe payable by such Holders Holder or Beneficial Owners in respect of the ADSs, Deposited Securities Property and this ADRADRs, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The Depositary and its agents shall withhold and report in respect of any payments or distributions made in respect of the Deposited Securities such amounts as may be required to be withheld or reported under the Internal Revenue Code of 1986, as amended, (the “Code”) or any applicable provision of foreign, state or local tax law with respect to the making of such payments or distributions. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, convert ADSs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (25) and Section 7.8 7.8(a) of the Class A C-1 Deposit Agreement) the withdrawal of Deposited Securities Payment until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner of ADSs agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from (i) any tax benefit obtained for ADSs held by such Holder and/or owned by such Beneficial Owner, (ii) the Deposited Property represented by the ADSs, and (iii) any transaction entered into by such Holder and/or Beneficial OwnerOwner in respect of the ADSs and/or the Deposited Property represented thereby (including, without limitation, the conversion of ADSs and the Shares represented thereby). Notwithstanding anything to the contrary contained in the Class C-1 Deposit Agreement or any ADR, the obligations of Holders and Beneficial Owners under Section 3.2 of the Class C-1 Deposit Agreement shall survive any transfer of ADSs, any cancellation of ADSs and withdrawal of Deposited Securities, and the termination of the Class C-1 Deposit Agreement.

Liability of Holder for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any ADR or any Deposited Securities, Securities or ADSs or this ADR shall be payable to the Depositary by the Holders and Beneficial Owners of to the related ADSsDepositary. In accordance with applicable laws and regulationsThe Company, the Custodian and/or Depositary may (and, upon instructions from the Company, the Custodian and/or the Depositary may shall) withhold or deduct from any distributions made in respect of Deposited Securities, Securities and the Depositary may sell for the account of any a Holder and/or Beneficial Owner of ADSs any or all of the Deposited Securities related to such ADSs and apply such distributions and sale proceeds in payment of, any of such taxes (including applicable interest and penalties) or charges that are or may be payable by such Holders or Beneficial Owners in respect of the ADSs, Deposited Securities and this ADRcharges, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The In the event that the Company, the Depositary and its agents or the Custodian shall withhold and report in respect of any payments or distributions made in respect of the Deposited Securities such amounts as may be required to withhold and does withhold from any distribution of property (including rights) an amount on account of taxes or other governmental charges, the amount distributed to the applicable Holders of ADSs representing such Deposited Securities shall be withheld reduced accordingly. In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or reported under other governmental charges which the Internal Revenue Code Depositary is obligated to withhold, the Depositary may dispose of 1986all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as amended, (the “Code”) Depositary deems necessary and practicable to pay any such taxes or any applicable provision of foreign, state or local tax law with respect to the making of such payments or distributionscharges. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfer of ADSstransfer, register the split-up or combination of ADRs and (subject to Section 7.8 of the Class A Deposit Agreementparagraph (23) hereof) the withdrawal of Deposited Securities until payment in full of such the related tax, charge, penalty or interest is received. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the ADSs, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Foreign Personal Holding Company," or as a "Passive Foreign Investment Company" (in each case as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. The Depositary shall take commercially reasonable steps to provide eligible U.S. resident Holders and Beneficial Owners with such forms as may be prescribed by the French Treasury and to take such other commercially reasonable steps as may be required to file such forms with the appropriate French tax authorities in order to benefit from a reduced withholding tax rate, if available, at the time dividends or other distributions are paid. The Depositary, the Custodian or the Company and its agents may file such reports as are necessary to reduce or eliminate applicable taxes on dividends and on other distributions in respect of Deposited Securities under applicable tax treaties or laws for the Holders and Beneficial Owners. As a condition to receiving such benefits, Holders and Beneficial Owners of ADSs may be required from time to time, and in a timely manner, to file such proof of taxpayer status, residence and beneficial ownership (as applicable), to execute such certificates and to make such representations and warranties, or to provide any other information or documents, as the Company, the Depositary or the Custodian may deem necessary or proper to fulfill the Company's, the Depositary's or the Custodian's obligations under applicable law. Neither the Depositary nor the Custodian shall be liable for the failure by any Holder or Beneficial Owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or Beneficial Owner's income tax liability. The Depositary agrees to use commercially reasonable efforts to follow the procedures established by the French Treasury to enable U.S. resident Beneficial Owners eligible to recover any excess French withholding taxes initially withheld or deducted with respect to dividends and other distributions of the Company to such Beneficial Owners, and to receive any payment in respect of the "avoir fiscal" or any "precompte" for which such Beneficial Owners may be eligible from French Treasury. Every Holder and Beneficial Owner of ADSs agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from any tax benefit (including, without limitation, any tax refund or reduced rate of withholding) obtained for such Holder and/or Beneficial Owner.

Liability of Holder for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any ADR or any Deposited Securities, Securities or ADSs or this ADR shall be payable to the Depositary by the Holders and Beneficial Owners of to the related ADSsDepositary. In accordance with applicable laws and regulations, the The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities, Securities and the Depositary may sell for the account of any a Holder and/or Beneficial Owner of ADSs any or all of the Deposited Securities related to such ADSs and apply such distributions and sale proceeds in payment of, of any taxes (including applicable interest and penalties) or charges that are or may be payable by such Holders or Beneficial Owners in respect of the ADSs, Deposited Securities and this ADRADRs, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The Depositary and its agents shall withhold and report in respect of any payments or distributions made in respect of the Deposited Securities such amounts as may be required to be withheld or reported under the Internal Revenue Code of 1986, as amended, (the “Code”) or any applicable provision of foreign, state or local tax law with respect to the making of such payments or distributions. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (24) hereof and Section 7.8 of the Class A Deposit Agreement) the withdrawal of Deposited Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner of ADSs agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained for such Holder and/or Beneficial Owner.

Liability of Holder for Taxes and Other Charges. Any If any tax or other governmental charge (including any penalties and/or interest) shall become payable by the Custodian or by the Depositary with respect to any ADR or any Deposited SecuritiesSecurities or American Depositary Shares or any distribution thereon, ADSs such tax or this ADR other governmental charge shall be payable to the Depositary by the Holders and Beneficial Owners to the Depositary and by holding or having held an ADR the Holder and all prior Holders thereof, jointly and severally, agree to indemnify, defend and save harmless each of the related ADSsDepositary and its agents in respect thereof. In accordance with applicable laws and regulations, the Company, the Custodian and/or the The Depositary may withhold or deduct from any distributions made in respect of Deposited Securities, Securities and the Depositary may sell by public or private sale for the account of any a Holder and/or Beneficial Owner of ADSs any or all of the Deposited Securities related to such ADSs and apply such distributions and sale proceeds in payment of, any of such taxes and other governmental charges (including applicable interest and penalties) or charges that are or may be payable by such Holders or Beneficial Owners in respect of the ADSs, Deposited Securities and this ADRcharges, the Holder and the Beneficial Owner remaining liable for any deficiency, and shall reduce the number of ADSs evidenced by such Holder’s and/or Beneficial Owner’s ADRs to reflect any such sales of Deposited Securities. The Depositary and its agents shall withhold and report in respect of any payments or distributions made in respect of the Deposited Securities such amounts as may be required to be withheld or reported under the Internal Revenue Code of 1986, as amended, (the “Code”) or any applicable provision of foreign, state or local tax law with respect to the making of such payments or distributions. The Custodian may refuse the deposit of Shares Eligible Securities and the Depositary may refuse to issue ADSsissue, to Deliver register or deliver ADRs, register the transfer of ADSstransfer, register the split-up or combination of ADRs and (subject to Section 7.8 the last paragraph of the Class A Deposit AgreementArticle (4) hereof) the withdrawal of Deposited Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder Additionally, Holders shall be responsible for any and all stamp duties and other similar duties or taxes payable in the ROC, the United States of America and any other jurisdiction, on or in connection with the constitution and issue of the ADSs and the execution or other event concerning the Deposit Agreement. If any legal proceedings are taken to enforce the obligations of the Company under the Deposit Agreement or the ADSs (including the certificates evidencing such ADSs) and for the purpose of such proceedings any of them are required to be taken into or enforced in any jurisdiction and stamp duties or other similar duties or taxes become payable in connection with such proceedings in such jurisdiction, the Holders will forthwith pay (or reimburse the person making a valid payment of) all such stamp duties and other similar duties and taxes, including penalties and interest (if any) unless otherwise ordered by a court of competent jurisdiction in such proceedings. The Depositary may sell any Deposited Securities and cancel ADSs with respect thereof in order to pay any such stamp duties or other similar duties or taxes owed hereunder by Holders without the Depositary being required to request payment thereof from Holders. In connection with any distribution to Holders, the Company will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Company; and the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian. If the Depositary determines that any distribution in property other than cash (including Shares or rights) on Deposited Securities is subject to any tax that the Depositary or the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled thereto. The Depositary shall elect to waive any and all deferral of income tax on Share Distributions received under the Deposit Agreement. The Depositary, the Custodian or the Company and its agents may file such reports as are necessary to reduce or eliminate applicable taxes on dividends and on other distributions in respect of Deposited Securities under applicable tax treaties or laws for the Holders and Beneficial Owner Owners and/or to obtain tax refunds, reduced withholding of ADSs agrees tax at source on dividends and other benefits under applicable tax treaties or laws with respect to dividends and other distributions on the Deposited Securities. As a condition to receiving such benefits, Holders and Beneficial Owners of American Depositary Shares may be required from time to time, and in a timely manner, to file such proof of taxpayer status, residence and beneficial ownership (as applicable), to execute such certificates and to make such representations and warranties, or to provide any other information or documents, as the Depositary or the Custodian may deem necessary or proper. The Holders and Beneficial Owners agree to indemnify the Depositary, the Company, the Custodian, Custodian and any of their agentsrespective directors, officersemployees, employees agents and Affiliates foragainst, and to hold each of them harmless from, any claims with respect to taxes (including applicable taxes, additions to tax, penalties or interest and penalties thereon) arising from out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for such Holder and/or Beneficial Owner. The Depositary shall, to the extent required by U.S. law, report to Holders any taxes withheld by it or the Custodian, and, if such information is provided to it by the Company, any taxes withheld by the Company. The Depositary and the Custodian shall not be required to provide the Holders with any evidence of the remittance by the Company (or its agents) of any taxes withheld, or of the payment of taxes by the Company, except to the extent the evidence is provided by the Company to the Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Foreign Personal Holding Company," or as a "Passive Foreign Investment Company" (in each case as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise.

Liability of Holder for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any ADR or any Deposited Securities, Securities or ADSs or this ADR shall be payable to the Depositary by the Holders and Beneficial Owners of to the related ADSsDepositary. In accordance with applicable laws and regulations, the The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities, Securities and the Depositary may sell for the account of any a Holder and/or Beneficial Owner of ADSs any or all of the Deposited Securities related to such ADSs and apply such distributions and sale proceeds in payment of, any of such taxes (including applicable interest and penalties) or charges that are or may be payable by such Holders or Beneficial Owners in respect of the ADSs, Deposited Securities and this ADRcharges, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The Depositary Without limitation of the foregoing, the parties hereto agree that to the extent that the Company is determined by applicable Argentine taxing authorities to be a “substitute taxpayer” for purposes of the Argentine personal asset tax with respect to any Holder or Beneficial Owner and its agents shall withhold and report pursuant to such determination pays any amounts in respect of such tax, the Company may take any payments or distributions made in respect of the Deposited Securities such actions described in the preceding sentence to recover any amounts as may be required to be withheld so paid from the applicable Holder or reported under the Internal Revenue Code of 1986, as amended, (the “Code”) or any applicable provision of foreign, state or local tax law with respect to the making of such payments or distributionsBeneficial Owner. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (24) hereof and Section 7.8 of the Class A Deposit Agreement) the withdrawal of Deposited Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner of ADSs agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates for, and to hold each of them harmless from, any claims by any governmental authority with respect to taxes (including applicable taxes, additions to tax, penalties or interest and penalties thereon) arising from out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for on behalf of such Holder and/or Holders and Beneficial OwnerOwners on the basis of information provided by such Holders and Beneficial Owners. In accordance with instructions from the Company and to the extent practicable, the Depositary or the Custodian will take reasonable administrative actions to obtain tax refunds, reduced withholding of tax at source on dividends and other benefits under applicable tax treaties or laws with respect to dividends and other distributions on the Deposited Securities. As a condition to receiving such benefits, Holders and Beneficial Owners of ADSs may be required from time to time, and in a timely manner, to file such proof of taxpayer status, residence and beneficial ownership (as applicable), to execute such certificates and to make such representations and warranties, or to provide any other information or documents, as the Depositary or the Custodian may deem necessary or proper to fulfill the Depositary’s or the Custodian’s obligations under applicable law. The Holders and Beneficial Owners shall indemnify the Depositary, the Company, the Custodian and any of their respective directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained on behalf of such Holders and Beneficial Owners on the basis of information provided by such Holders and Beneficial Owners.

Liability of Holder for Taxes and Other Charges. Any If any tax, duty or other governmental charge, other than taxes for which the Depositary is required by applicable law to withhold from dividends or distributions to Holders, shall become payable with respect to any Receipt or any Deposited Securities represented by the American Depositary Shares evidenced by such Receipt, such tax or other governmental charge shall be payable by the Custodian or by the Depositary with respect to any Deposited Securities, ADSs or this ADR shall be payable Holder of such Receipt to the Depositary or the Custodian upon demand therefor made by the Holders and Beneficial Owners Depositary, which demand shall be made if such action is both: (1) deemed practicable in the reasonable judgment of the related ADSsDepositary, and (ii) permitted by applicable law. In accordance with applicable laws The Company and regulations, the Company, the Custodian and/or the Depositary may may, whether or not such demand is made, withhold or deduct from any distributions made in respect of Deposited Securitiesdividends or other distributions, and the Depositary or may sell for the account of the Holder thereof any Holder and/or Beneficial Owner of ADSs any part or all of the Deposited Securities related to represented by the American Depositary Shares evidenced by such ADSs Receipt, and may apply such dividends or other distributions and or the proceeds of any such sale proceeds in payment ofof such tax, any taxes (including applicable interest and penalties) duty or charges that are or may be payable by such Holders or Beneficial Owners in respect of the ADSs, Deposited Securities and this ADRother governmental charge, the Holder and the Beneficial Owner of such Receipt remaining liable for any deficiency. The Depositary and its agents shall the Registrar, as applicable, may (and at the written request of the Company, shall) refuse to effect any registration of transfer of all or part of such Receipt or to issue any new Receipt or Receipts or to permit any deposit or withdrawal of Deposited Securities represented by the American Depositary Shares evidenced by such Receipt until such payment is made, and the Company and the Depositary may withhold and report in respect or deduct from any dividends or other distributions, or may sell for the account of the Holder thereof any payments part or distributions made in respect all of the Deposited Securities represented by the American Depositary Shares evidenced by such amounts as may be required to be withheld or reported under the Internal Revenue Code of 1986, as amended, (the “Code”) or any applicable provision of foreign, state or local tax law with respect to the making of Receipt until such payments or distributions. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to Deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8 of the Class A Deposit Agreement) the withdrawal of Deposited Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner of ADSs agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained for such Holder and/or Beneficial Ownermade.

Liability of Holder for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any ADR or any Deposited Securities, Securities or ADSs or this ADR shall be payable to the Depositary by the Holders and Beneficial Owners of to the related ADSsDepositary. In accordance with applicable laws and regulations, the The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities, Securities and the Depositary may sell for the account of any a Holder and/or Beneficial Owner of ADSs any or all of the Deposited Securities related to such ADSs and apply such distributions and sale proceeds in payment of, any of such taxes (including applicable interest interest, surcharges and penalties) or charges that are or may be payable by such Holders or Beneficial Owners in respect of the ADSs, Deposited Securities and this ADRcharges, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The Depositary and its agents shall withhold and report in respect of any payments or distributions made in respect of the Deposited Securities such amounts as may be required to be withheld or reported under the Internal Revenue Code of 1986, as amended, (the “Code”) or any applicable provision of foreign, state or local tax law with respect to the making of such payments or distributions. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (24) hereof and Section 7.8 of the Class A Deposit Agreement) the withdrawal of Deposited Securities until payment in full of such tax, charge, penalty penalty, surcharges or interest is received. Every Holder and Beneficial Owner of ADSs agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest interest, surcharges and penalties thereon) arising from any claims by any governmental authority with respect to taxes, additions to tax, penalties, surcharges or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for such Holder and/or Beneficial Owner.

Liability of Holder for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any ADR or any Deposited Securities, Securities or ADSs or this ADR shall be payable to the Depositary by the Holders and Beneficial Owners of to the related ADSsDepositary. In accordance with applicable laws and regulationsThe Company, the Custodian and/or Depositary may (and, upon instructions from the Company, the Custodian and/or the Depositary may shall) withhold or deduct the amount of any tax or other governmental charge from any distributions made in respect of Deposited Securities, Securities and the Depositary may sell for the account of any a Holder and/or Beneficial Owner of ADSs any or all of the Deposited Securities related to such ADSs and apply such distributions and sale proceeds in payment of, any of such taxes (including applicable interest and penalties) or charges that are or may be payable by such Holders or Beneficial Owners in respect of the ADSs, Deposited Securities and this ADRcharges, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The In the event that the Company, the Depositary and its agents or the Custodian shall withhold and report in respect of any payments or distributions made in respect of the Deposited Securities such amounts as may be required to withhold and does withhold from any distribution of property (including rights) an amount on account of taxes or other governmental charges, the amount distributed to the applicable Holders of ADSs representing such Deposited Securities shall be withheld reduced accordingly. In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or reported under other governmental charges which the Internal Revenue Code Depositary is obligated to withhold, the Depositary may dispose of 1986all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as amended, (the “Code”) Depositary deems necessary and practicable to pay any such taxes or any applicable provision of foreign, state or local tax law with respect to the making of such payments or distributionscharges. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfer of ADSstransfer, register the split-up or combination of ADRs and (subject to Section 7.8 of the Class A Deposit Agreementparagraph (23) hereof) the withdrawal of Deposited Securities until payment in full of such the related tax, charge, penalty or interest is received. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the ADSs, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Foreign Personal Holding Company," or as a "Passive Foreign Investment Company" (in each case as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. The Depositary shall take reasonable steps to provide eligible U.S. resident Holders and Beneficial Owners with such forms as may be prescribed by the French Treasury and to take such other reasonable steps as may be required to file such forms with the appropriate French tax authorities in order to benefit from a reduced withholding tax rate, if available, at the time dividends or other distributions are paid or avoir fiscal or precompte amounts are made available. The Depositary, the Custodian or the Company and its agents may file such reports as are necessary to reduce or eliminate applicable taxes on dividends and on other distributions in respect of Deposited Securities under applicable tax treaties or laws for the Holders and Beneficial Owners. As a condition to receiving such benefits, Holders and Beneficial Owners of ADSs may be required from time to time, and in a timely manner, to file such proof of taxpayer status, residence and beneficial ownership (as applicable), to execute such certificates and to make such representations and warranties, or to provide any other information or documents, as the Company, the Depositary or the Custodian may deem necessary or proper to fulfill the Company's, the Depositary's or the Custodian's obligations under applicable law. Neither the Company, the Depositary nor the Custodian shall be liable for the failure by any Holder or Beneficial Owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or Beneficial Owner's income tax liability. The Depositary agrees to use reasonable efforts to follow the procedures established by the French Treasury to enable U.S. resident Beneficial Owners eligible to recover any excess French withholding taxes initially withheld or deducted with respect to dividends and other distributions of the Company to such Beneficial Owners, and to receive any payment in respect of the "avoir fiscal" or any "precompte" for which such Beneficial Owners may be eligible from French Treasury. Every Holder and Beneficial Owner of ADSs agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from any tax benefit (including, without limitation, any tax refund or reduced rate of withholding) obtained for such Holder and/or Beneficial Owner.

Liability of Holder for Taxes and Other Charges. Any If any tax or other governmental charge (including any penalties and/or interest) shall become payable by the Custodian or by the Depositary with respect to any ADR or any Deposited SecuritiesSecurities or American Depositary Shares or any distribution thereon, ADSs such tax or this ADR other governmental charge shall be payable to the Depositary by the Holders and Beneficial Owners to the Depositary and by holding or having held an ADR the Holder and all prior Holders thereof, jointly and severally, agree to indemnify, defend and save harmless each of the related ADSsDepositary and its agents in respect thereof. In accordance with applicable laws and regulations, the Company, the Custodian and/or the The Depositary may withhold or deduct from any distributions made in respect of Deposited Securities, Securities and the Depositary may sell by public or private sale for the account of any a Holder and/or Beneficial Owner of ADSs any or all of the Deposited Securities related to such ADSs and apply such distributions and sale proceeds in payment of, any of such taxes and other governmental charges (including applicable interest and penalties) or charges that are or may be payable by such Holders or Beneficial Owners in respect of the ADSs, Deposited Securities and this ADRcharges, the Holder and the Beneficial Owner remaining liable for any deficiency, and shall reduce the number of ADSs evidenced by such Holder’s and/or Beneficial Owner’s ADRs to reflect any such sales of Deposited Securities. The Depositary and its agents shall withhold and report in respect of any payments or distributions made in respect of the Deposited Securities such amounts as may be required to be withheld or reported under the Internal Revenue Code of 1986, as amended, (the “Code”) or any applicable provision of foreign, state or local tax law with respect to the making of such payments or distributions. The Custodian may refuse the deposit of Shares Eligible Securities and the Depositary may refuse to issue ADSsissue, to Deliver register or deliver ADRs, register the transfer of ADSstransfer, register the split-up or combination of ADRs and (subject to Section 7.8 the last paragraph of the Class A Deposit AgreementArticle (4) hereof) the withdrawal of Deposited Securities until payment in full of such tax, charge, penalty or interest is received. Every Additionally, Holders shall be responsible for any and all stamp duties and other similar duties or taxes payable in the ROC, the United States of America and any other jurisdiction, on or in connection with the constitution and issue of the ADSs and the execution or other event concerning the Deposit Agreement. If any legal proceedings are taken to enforce the obligations of the Company under the Deposit Agreement or the ADSs (including the certificates evidencing such ADSs) and for the purpose of such proceedings any of them are required to be taken into or enforced in any jurisdiction and stamp duties or other similar duties or taxes become payable in connection with such proceedings in such jurisdiction, the Holders will forthwith pay (or reimburse the person making a valid payment of) all such stamp duties and other similar duties and taxes, including penalties and interest (if any) unless otherwise ordered by a court of competent jurisdiction in such proceedings. The Depositary may sell any Deposited Securities and cancel ADSs with respect thereof in order to pay any such stamp duties or other similar duties or taxes owed hereunder by Holders without the Depositary being required to request payment thereof from Holders. In connection with any distribution to Holders , (a) the Company will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Company; and, if the Company determines that any taxes are not required to be withheld with respect to any Holder or Holders, it shall so advise the Depositary and instruct the Depositary in writing to pay such distribution to such Holder(s) without withholding the relevant taxes (but subject to all other deductions provided for in this Deposit Agreement), and (b) the Depositary and the Custodian will remit to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such authority or agency by the Depositary or the Custodian. If the Depositary determines that any distribution in property other than cash (including Shares or rights) on Deposited Securities is subject to any tax that the Depositary or the Custodian is obligated to withhold, the Depositary may dispose of all or a portion of such property in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes to the Holders entitled thereto. The Depositary shall elect to waive any and all deferral of income tax on Share Distributions received under the Deposit Agreement. J.X.Xxxxxx The Depositary, the Custodian or the Company and its agents may file such reports as are necessary to reduce or eliminate applicable taxes on dividends and on other distributions in respect of Deposited Securities under applicable tax treaties or laws for the Holders and Beneficial Owner Owners and/or to obtain tax refunds, reduced withholding of ADSs agrees tax at source on dividends and other benefits under applicable tax treaties or laws with respect to dividends and other distributions on the Deposited Securities. As a condition to receiving such benefits, Holders and Beneficial Owners of American Depositary Shares may be required from time to time, and in a timely manner, to file such proof of taxpayer status, residence and beneficial ownership (as applicable), to execute such certificates and to make such representations and warranties, or to provide any other information or documents, as the Depositary or the Custodian may deem necessary or proper. The Holders and Beneficial Owners agree to indemnify the Depositary, the Company, the Custodian, Custodian and any of their agentsrespective directors, officersemployees, employees agents and Affiliates foragainst, and to hold each of them harmless from, any claims with respect to taxes (including applicable taxes, additions to tax, penalties or interest and penalties thereon) arising from out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for such Holder and/or Beneficial Owner.. The Depositary shall, to the extent required by U.S. law, report to Holders any taxes withheld by it or the Custodian, and, if such information is provided to it by the Company, any taxes withheld by the Company. The Depositary and the Custodian shall not be required to provide the Holders with any evidence of the remittance by the Company (or its agents) of any taxes withheld, or of the payment of taxes by the Company, except to the extent the evidence is provided by the Company to the Depositary. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the American Depositary Shares, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Foreign Personal Holding Company," or as a "Passive Foreign Investment Company" (in each case as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. J.X.Xxxxxx

Liability of Holder for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any ADR or any Deposited Securities, Securities or ADSs or this ADR shall be payable to the Depositary by the Holders and Beneficial Owners of to the related ADSsDepositary. In accordance with applicable laws and regulationsThe Company, the Custodian and/or Depositary may (and, upon instructions from the Company, the Custodian and/or the Depositary may shall) withhold or deduct from any distributions made in respect of Deposited Securities, Securities and the Depositary may sell for the account of any a Holder and/or Beneficial Owner of ADSs any or all of the Deposited Securities related to such ADSs and apply such distributions and sale proceeds in payment of, any of such taxes (including applicable interest and penalties) or charges that are or may be payable by such Holders or Beneficial Owners in respect of the ADSs, Deposited Securities and this ADRcharges, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The In the event that the Company, the Depositary and its agents or the Custodian shall withhold and report in respect of any payments or distributions made in respect of the Deposited Securities such amounts as may be required to withhold and does withhold from any distribution of property (including rights) an amount on account of taxes or other governmental charges, the amount distributed to the applicable Holders of ADSs representing such Deposited Securities shall be withheld reduced accordingly. In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax or reported under other governmental charges which the Internal Revenue Code Depositary is obligated to withhold, the Depositary may dispose of 1986all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner, including by public or private sale, as amended, (the “Code”) Depositary deems necessary and practicable to pay any such taxes or any applicable provision of foreign, state or local tax law with respect to the making of such payments or distributionscharges. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfer of ADSstransfer, register the split-up or combination of ADRs and (subject to Section 7.8 of the Class A Deposit Agreementparagraph (23) hereof) the withdrawal of Deposited Securities until payment in full of such the related tax, charge, penalty or interest is received. The Depositary is under no obligation to provide the Holders and Beneficial Owners with any information about the tax status of the Company. The Depositary shall not incur any liability for any tax consequences that may be incurred by Holders and Beneficial Owners on account of their ownership of the ADSs, including without limitation, tax consequences resulting from the Company (or any of its subsidiaries) being treated as a "Foreign Personal Holding Company," or as a "Passive Foreign Investment Company" (in each case as defined in the U.S. Internal Revenue Code and the regulations issued thereunder) or otherwise. The Depositary shall take commercially reasonable steps to provide eligible U.S. resident Holders and Beneficial Owners with such forms as may be prescribed by the French Treasury and to take such other commercially reasonable steps as may be required to file such forms with the appropriate French tax authorities in order to benefit from a reduced withholding tax rate, if available, at the time dividends or other distributions are paid. The Depositary, the Custodian or the Company and its agents may file such reports as are necessary to reduce or eliminate applicable taxes on dividends and on other distributions in respect of Deposited Securities under applicable tax treaties or laws for the Holders and Beneficial Owners. As a condition to receiving such benefits, Holders and Beneficial Owners of ADSs may be required from time to time, and in a timely manner, to file such proof of taxpayer status, residence and beneficial ownership (as applicable), to execute such certificates and to make such representations and warranties, or to provide any other information or documents, as the Company, the Depositary or the Custodian may deem necessary or proper to fulfill the Company's, the Depositary's or the Custodian's obligations under applicable law. Neither the Depositary nor the Custodian shall be liable for the failure by any Holder or Beneficial Owner to obtain the benefits of credits on the basis of non-U.S. tax paid against such Holder's or Beneficial Owner's income tax liability. The Depositary agrees to use commercially reasonable efforts to follow the procedures established by the French Treasury to enable U.S. resident Beneficial Owners eligible to recover any excess French withholding taxes initially withheld or deducted with respect to dividends and other distributions of the Company to such Beneficial Owners. Every Holder and Beneficial Owner of ADSs agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from any tax benefit (including, without limitation, any tax refund or reduced rate of withholding) obtained for such Holder and/or Beneficial Owner.

Liability of Holder for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any ADR or any Deposited Securities, Securities or ADSs or this ADR shall be payable to the Depositary by the Holders and Beneficial Owners of to the related ADSsDepositary. In accordance with applicable laws and regulations, the The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities, Securities and the Depositary may sell for the account of any a Holder and/or Beneficial Owner of ADSs any or all of the Deposited Securities related to such ADSs and apply such distributions and sale proceeds in payment of, any of such taxes (including applicable interest and penalties) or charges that are or may be payable by such Holders or Beneficial Owners in respect of the ADSs, Deposited Securities and this ADRcharges, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The Depositary Without limitation of the foregoing, the parties hereto agree that to the extent that the Company is determined by applicable Argentine taxing authorities to be a "substitute taxpayer" for purposes of the Argentine personal asset tax with respect to any Holder or Beneficial Owner and its agents shall withhold and report pursuant to such determination pays any amounts in respect of such tax, the Company may take any payments or distributions made in respect of the Deposited Securities such actions described in the preceding sentence to recover any amounts as may be required to be withheld so paid from the applicable Holder or reported under the Internal Revenue Code of 1986, as amended, (the “Code”) or any applicable provision of foreign, state or local tax law with respect to the making of such payments or distributionsBeneficial Owner. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to paragraph (24) hereof and Section 7.8 of the Class A Deposit Agreement) the withdrawal of Deposited Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner of ADSs agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates for, and to hold each of them harmless from, any claims by any governmental authority with respect to taxes (including applicable taxes, additions to tax, penalties or interest and penalties thereon) arising from out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for on behalf of such Holder and/or Holders and Beneficial OwnerOwners on the basis of information provided by such Holders and Beneficial Owners. In accordance with instructions from the Company and to the extent practicable, the Depositary or the Custodian will take reasonable administrative actions to obtain tax refunds, reduced withholding of tax at source on dividends and other benefits under applicable tax treaties or laws with respect to dividends and other distributions on the Deposited Securities. As a condition to receiving such benefits, Holders and Beneficial Owners of ADSs may be required from time to time, and in a timely manner, to file such proof of taxpayer status, residence and beneficial ownership (as applicable), to execute such certificates and to make such representations and warranties, or to provide any other information or documents, as the Depositary or the Custodian may deem necessary or proper to fulfill the Depositary's or the Custodian's obligations under applicable law. The Holders and Beneficial Owners shall indemnify the Depositary, the Company, the Custodian and any of their respective directors, employees, agents and Affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained on behalf of such Holders and Beneficial Owners on the basis of information provided by such Holders and Beneficial Owners.

Liability of Holder for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any Deposited SecuritiesProperty, ADSs ADWs or this ADR ADWRs shall be payable to the Depositary by the Holders and Beneficial Owners of to the related ADSsDepositary. In accordance with applicable laws and regulations, the The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited SecuritiesProperty held on behalf of such Holder and/or Beneficial Owner, and the Depositary may sell for the account of any a Holder and/or the Beneficial Owner of ADSs any or all of the such Deposited Securities related to such ADSs Property and apply such distributions and sale proceeds in payment of, any taxes (including applicable interest and penalties) or charges that are or may be maybe payable by such Holders Holder or Beneficial Owners in respect of the ADSsADWs, Deposited Securities Property and this ADRADWRs, the Holder and the Beneficial Owner hereof remaining liable for any deficiency. The Depositary and its agents shall withhold and report in respect of any payments or distributions made in respect of the Deposited Securities such amounts as may be required to be withheld or reported under the Internal Revenue Code of 1986, as amended, (the “Code”) or any applicable provision of foreign, state or local tax law with respect to the making of such payments or distributions. The Custodian may refuse the deposit of Shares Warrants and the Depositary may refuse to issue ADSsADWs, to Deliver ADRsdeliver ADWRs, exercise ADWs, register the transfer of ADSsADWs, register the split-up or combination of ADRs ADWRs and (subject to paragraph (25) and Section 7.8 7.8(a) of the Class A ADW Deposit Agreement) the withdrawal of Deposited Securities Payment until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner of ADSs agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from (i) any tax benefit obtained for ADWs held by such Holder and/or owned by such Beneficial Owner, (ii) the Deposited Property represented by the ADWs, and (iii) any transaction entered into by such Holder and/or Beneficial OwnerOwner in respect of the ADWs and/or the Deposited Property represented thereby (including, without limitation, the exercise of ADWs and the Warrants represented thereby). Notwithstanding anything to the contrary contained in the ADW Deposit Agreement or any ADWR, the obligations of Holders and Beneficial Owners under Section 3.2 of the ADW Deposit Agreement shall survive any transfer of ADWs, any cancellation of ADWs and withdrawal of Deposited Securities, and the termination of the ADW Deposit Agreement.

Liability of Holder for Taxes and Other Charges. Any tax or other governmental charge of any kind payable by the Custodian or by the Depositary with respect to any Deposited Securities, ADSs or this ADR ADRs shall be payable to the Depositary by the Holders and Beneficial Owners of to the related ADSsDepositary, and such Holders and Beneficial Owners shall be deemed liable therefor. In accordance with applicable laws and regulations, the The Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities, and the Depositary may sell for the account of any a Holder and/or Beneficial Owner of ADSs any or all of the Deposited Securities related to such ADSs and apply such distributions and sale proceeds in payment of, any of such taxes (including applicable interest and penalties) or charges that are or may be payable by such Holders or Beneficial Owners in respect of the ADSs, Deposited Securities and this ADRADRs, the Holder and the Beneficial Owner hereof remaining fully liable for any deficiency. The Depositary and its agents shall withhold and report in respect of any payments or distributions made in respect of the Deposited Securities such amounts as may be required to be withheld or reported under the Internal Revenue Code of 1986, as amended, (the “Code”) or any applicable provision of foreign, state or local tax law with respect to the making of such payments or distributions. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to Deliver deliver ADRs, register the transfer of ADSs, register the split-split up or combination of ADRs and (subject to paragraph (24) and Section 7.8 of the Class A Deposit Agreement) the withdrawal of Deposited Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner of ADSs agrees to indemnify the Depositary, the Company, the Custodian, and any of their respective agents, directors, officers, employees and Affiliates for, and to hold each of them harmless from, any claims by any governmental authority or any other entity or person with respect to taxes (including applicable taxes, additions to tax, penalties or interest and penalties thereon) arising from out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained for such Holder and/or obtained. The obligations of Holders and Beneficial OwnerOwners of ADSs under this paragraph 7 and Section 3.2 of the Deposit Agreement shall survive any transfer of ADSs, any surrender of ADSs and withdrawal of Deposited Securities, as well as the termination of the Deposit Agreement.

Liability of Holder for Taxes and Other Charges. Any tax or other governmental charge payable by the Custodian or by the Depositary with respect to any Deposited Securities, ADSs or this ADR shall be payable to the Depositary by the Holders and Beneficial Owners of the related ADSs. In accordance with applicable laws and regulations, the Company, the Custodian and/or the Depositary may withhold or deduct from any distributions made in respect of Deposited Securities, and the Depositary may sell for the account of any Holder and/or Beneficial Owner of ADSs any or all of the Deposited Securities related to such ADSs and apply such distributions and sale proceeds in payment of, any taxes (including applicable interest and penalties) or charges that are or may be payable by such Holders or Beneficial Owners in respect of the ADSs, Deposited Securities and this ADR, the Holder and the Beneficial Owner remaining liable for any deficiency. The Depositary and its agents shall withhold and report in respect of any payments or distributions made in respect of the Deposited Securities such amounts as may be required to be withheld or reported under the Internal Revenue Code of 1986, as amended, (the “Code”) or any applicable provision of foreign, state or local tax law with respect to the making of such payments or distributions. The Custodian may refuse the deposit of Shares and the Depositary may refuse to issue ADSs, to Deliver ADRs, register the transfer of ADSs, register the split-up or combination of ADRs and (subject to Section 7.8 of the Class A B Deposit Agreement) the withdrawal of Deposited Securities until payment in full of such tax, charge, penalty or interest is received. Every Holder and Beneficial Owner of ADSs agrees to indemnify the Depositary, the Company, the Custodian, and any of their agents, officers, employees and Affiliates for, and to hold each of them harmless from, any claims with respect to taxes (including applicable interest and penalties thereon) arising from any tax benefit obtained for such Holder and/or Beneficial Owner.