Common use of Obligations of the Depositary Clause in Contracts

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the Company. (i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless the Company shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, facsimile transmission or other document or security delivered to the Depositary and believed by the Depositary to be genuine and to have been signed by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of the Company and the rights of the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreement.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Custodian and the Company. (i) Issuer. The Issuer assumes no obligation nor shall have no duties it be subject to any liability under this Deposit Agreement or the Receipts to Owners or Beneficial Owners of Receipts, except that it agrees to perform its obligations other than those specifically set forth herein in this Deposit Agreement without negligence and to act in good faith in the performance of such duties. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement or the Receipts to any Owner or Beneficial Owner of any Receipt (and no implied duties including, without limitation, liability with respect to the validity or obligationsworth of the Deposited Securities), or as may subsequently except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence and to act in good faith in the performance of such duties. Neither the Depositary nor the Issuer shall be agreed to in writing by the parties; (ii) shall have no under any obligation to make payment hereunder unless the Company shall have provided the necessary federal appear in, prosecute or defend any action, suit or other immediately available funds proceeding in respect of any Deposited Securities or securities or propertyin respect of the Receipts, as the case which in its opinion may be, to pay involve it in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Depositary Custodian shall not be required under any obligation whatsoever with respect to act unless it shall have been furnished with an indemnity satisfactory such proceedings, the responsibility of the Custodian being solely to it; (iv) may rely on and the Depositary. Neither the Depositary nor the Issuer shall be authorized and protected liable for any action or nonaction by it in acting reliance upon the advice of or failing information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to act be competent to give such advice or information including, but not limited to, any such action or nonaction based upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the . The Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital acts or statement contained omissions made by a successor depositary whether in any documents relating hereto connection with a previous act or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of the Company and the rights omission of the Depositary set forth or in this Section 5.03 shall survive connection with any matter arising wholly after the replacement, removal or resignation of any the Depositary, Registrarprovided that, Transfer Agent in connection with the issue out of which such potential liability arises, the Depositary performed its obligations without negligence or bad faith while it acted as Depositary’s Agent . The Depositary and the Issuer may rely and shall be protected in acting upon any written notice, request, direction or termination other documents believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE COMPANY. The Company assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other persons, except to perform its obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or bad faith. Each of the Depositary, the Depositary’s AgentsAgents and the Registrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or willful misconduct. Neither the Depositary nor any Depositary’s Agent nor the Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s Agent, the Registrar and the Company. (i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as Company may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless the Company shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may each rely on and shall each be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties. The Depositary, the Registrar and shall have no responsibility for determining any Depositary’s Agent may own and deal in any class of securities of the accuracy thereof; (v) Company and its affiliates and in Receipts or Depositary Shares. The Depositary may rely on also act as transfer agent or Registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary’s Agent nor the Registrar shall be authorized deemed to be an “issuer” of the Stock, the Depositary Shares, or the Receipts or other securities issued upon conversion, exchange or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and protected in acting or failing to act upon agreed that the written, telephonic, electronic Depositary and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by Agent and the Registrar are acting only in a ministerial capacity; provided, however, that the Depositary and any Depositary’s Agent agree to comply with all information reporting and withholding requirements applicable to each of them under law or this Deposit Agreement in their capacity as such. Neither the Depositary (or supplementing its officers, directors, employees or qualifying agents) nor any such actions) of officers Depositary’s Agent nor the Registrar makes any representation or has any responsibility as to the validity of the Company; (vi) may consult counsel satisfactory registration statement pursuant to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by which the Depositary hereunder in accordance with Shares are registered under the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to Securities Act, the Stock, the Depositary Shares or Receipts; (viii) shall not be liable any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for any recital or statement contained its representations in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company and the rights of the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of , with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes, and when executed and delivered, each Receipt will constitute, a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of its proceeds from the Depositary Shares or the Receipts.

Obligations of the Depositary. THE DEPOSITARY’S AGENTS, THE REGISTRAR AND THE COMPANY. The Company assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other persons, except to perform its obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or bad faith. Each of the Depositary, the Depositary’s AgentsAgents and the Registrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or willful misconduct. Neither the Depositary nor any Depositary’s Agent nor the Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary’s Agent, the Registrar and the Company. (i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as Company may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless the Company shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may each rely on and shall each be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties. The Depositary, the Registrar and shall have no responsibility for determining any Depositary’s Agent may own and deal in any class of securities of the accuracy thereof; (v) Company and its affiliates and in Receipts or Depositary Shares. The Depositary may rely on also act as transfer agent or Registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary’s Agent nor the Registrar shall be authorized deemed to be an “issuer” of the Stock, the Depositary Shares, or the Receipts or other securities issued upon conversion, exchange or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and protected in acting or failing to act upon agreed that the written, telephonic, electronic Depositary and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by Agent and the Registrar are acting only in a ministerial capacity; provided, however, that the Depositary and any Depositary’s Agent agree to comply with all information reporting and withholding requirements applicable to each of them under law or this Deposit Agreement in their capacity as such. Neither the Depositary (or supplementing its officers, directors, employees or qualifying agents) nor any such actions) of officers Depositary’s Agent nor the Registrar makes any representation or has any responsibility as to the validity of the Company; (vi) may consult counsel satisfactory registration statement pursuant to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by which the Depositary hereunder in accordance with Shares are registered under the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to Securities Act, the Stock, the Depositary Shares or Receipts; (viii) shall not be liable any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for any recital or statement contained its representations in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company and the rights of the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of [ ], with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes, and when executed and delivered, each Receipt will constitute, a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of its proceeds from the Depositary Shares or the Receipts.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Custodian and the Company. (i) Issuer. The Issuer and its agents assume no obligation nor shall have no duties they be subject to any liability under this Deposit Agreement or the Receipts to Owners or Beneficial Owners of Receipts, except that they agree to perform their obligations other than those specifically set forth herein in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement or the Receipts to any Owner or Beneficial Owner of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary and the Issuer undertake to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied duties covenants or obligations)obligations shall be read into this Deposit Agreement against the Depositary or the Issuer or their respective agents. Without limitation of the preceding, neither the Depositary nor the Issuer nor any of their respective directors, employees, agents, affiliates or as may subsequently controlling persons shall be agreed to in writing by the parties; (ii) shall have no under any obligation to make payment hereunder unless the Company shall have provided the necessary federal appear in, prosecute or defend any action, suit or other immediately available funds proceeding in respect of any Deposited Securities or securities or propertyin respect of the Receipts, as the case which in its opinion may be, to pay involve it in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Depositary Custodian shall not be required under any obligation whatsoever with respect to act unless it shall have been furnished with an indemnity satisfactory such proceedings, the responsibility of the Custodian being solely to it; (iv) may rely on and the Depositary. Neither the Depositary nor the Issuer nor any of their respective controlling persons or agents shall be authorized and protected liable for any action or nonaction by it or them in acting reliance upon the advice of or failing information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to act be competent to give such advice or information including, but not limited to, any such action or nonaction based upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the . The Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital acts or statement contained omissions made by a successor depositary whether in any documents relating hereto connection with a previous act or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of the Company and the rights omission of the Depositary set forth or in this Section 5.03 shall survive connection with any matter arising wholly after the replacement, removal or resignation of any the Depositary, Registrarprovided that, Transfer Agent in connection with the issue out of which such potential liability arises, the Depositary performed its obligations without negligence or bad faith while it acted as Depositary’s Agent . The Depositary and the Issuer may rely and shall be protected in acting upon any written notice, request, direction or termination other documents believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Registrar, Transfer Agent and the Company. (i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless the Company shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take prosecute or defend any legal litigation or other action proceeding hereunder; if, however, the Depositary determines to take prosecute or defend any legal litigation or other action proceeding hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission or other document or security delivered to the Depositary and reasonably believed by the Depositary to be genuine and to have been signed by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary Depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) of officers of the Company; (vi) may consult counsel satisfactory to itexcept as specifically set forth herein, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person Person with respect to the Depositary shares of Preferred Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ixvii) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement; and (viii) shall not be liable for any failures, delays or losses, arising directly or indirectly out of conditions beyond their reasonable control, including, but not limited to, (i) work stoppages or labor disputes, electrical or mechanical failure or computer hardware or software failure, in each case other than of the Depositary, the Depositary’s Agent, the Registrar or the Transfer Agent, as the case may be, or (ii) acts of government, exchange or market ruling, suspension of trading, civil disobedience, riots, rebellions, communications facilities failures including telephone failure, war, terrorism, insurrection, fires, earthquakes, storms, floods, acts of God or similar occurrences. The obligations of the Company and the rights of the Depositary set forth in this Section 5.03 5.3 shall survive the replacement, removal or resignation of any the Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreement.

Obligations of the Depositary. the Depositary’s Agents, the Registrar, the Transfer Agent and the Corporation. (a) Neither the Depositary nor any Depositary’s Agent nor any Registrar, any Transfer Agent nor the Corporation, as the case may be, assumes any obligation or shall be subject to any liability under this Deposit Agreement to Holders of Receipts or to any other Person other than for its gross negligence, willful misconduct, fraud or bad faith (each as finally determined by a non-appealable judgment of a court of competent jurisdiction). Notwithstanding anything in this Deposit Agreement to the contrary, excluding the Depositary’s gross negligence, willful misconduct, fraud or bad faith, the aggregate liability of the Depositary, any Depositary’s Agent or the Registrar or Transfer Agent, as the case may be, under this Deposit Agreement, whether in contract, tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Corporation to the Depositary as fees and charges, but not including reimbursable expenses; provided, however, that in the event that such liability arises as a result of misappropriation of funds by the Depositary, any of the Depositary’s Agents (except for such Depositary’s Agents which are not employees of the Depositary), any Registrar or any Transfer Agent, as the case may be, through fraud or willful misconduct on the part of such Person (as finally determined by a non-appealable judgment of a court of competent jurisdiction), such limit shall not apply and such liability hereunder shall be instead limited to the amount of such misappropriated funds or the liability resulting from such fraud or willful misconduct. (b) Notwithstanding anything in this Deposit Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar nor the Transfer Agent nor the Corporation, as the case may be, shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if they have been advised of the likelihood of such loss or damage and regardless of the form of action. (c) Neither the Depositary nor any Depositary’s Agent nor any Transfer Agent nor the Registrar nor the Corporation, as the case may be, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Series C Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity reasonably satisfactory to it against all expense and liability be furnished as often as may be required. (d) Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Transfer Agent nor the Corporation, as the case may be, shall be liable for any action or any failure to act by it in reliance upon information from any Person presenting Series C Preferred Stock for deposit, any Holder of a Receipt or any other Person believed by it, in the absence of bad faith, to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar, any Transfer Agent and the Corporation, as the case may be, may each rely and shall each be protected in acting upon or omitting to act upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. (e) The Depositary, the Depositary’s Agent, any Registrar or Transfer Agent, as the case may be, shall not be responsible for any failure to carry out any instruction to vote any of the shares of the Series C Preferred Stock or for the manner or effect of any such vote made, as long as any such action or non-action is not taken with gross negligence, willful misconduct, fraud or bad faith (each as finally determined by a non-appealable judgment of a court of competent jurisdiction). The Depositary undertakes, and any Depositary’s Agent, Registrar and any Transfer Agent, as the Companycase may be, shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Depositary’s Agent, Transfer Agent or Registrar. (f) The Depositary, its parent, Affiliate, or subsidiaries, and Depositary’s Agents, and any Transfer Agent or Registrar, as the case may be, may own and deal in any class of securities of the Corporation and its Affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Corporation or its Affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary, the parent, Affiliate or subsidiary of the Depositary or the Depositary’s Agent or Transfer Agent or Registrar hereunder. The Depositary may also act as transfer agent, trustee, or registrar of any of the securities of the Corporation and its Affiliates or act in any other capacity for the Corporation or its Affiliates. (g) The Depositary shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Deposit Agreement or of the Receipts, the Depositary Shares or the Series C Preferred Stock nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Corporation and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments. (h) In the event the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar, as the case may be, reasonably believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar hereunder, or in the administration of any of the provisions of this Deposit Agreement, the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar may, in its sole discretion upon providing written notice to the Corporation, refrain from taking any action and the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar shall be fully protected and shall not be liable in any way to the Corporation, any Holders of Receipts or any other Person or entity for refraining from taking such action, unless the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar receives written instructions or a certificate signed by a duly authorized officer of the Corporation which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar or which proves or establishes the applicable matter to the satisfaction of the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar. Such written instructions shall be full and complete authorization to the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar, as the case may be, and the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar shall incur no liability for or in respect of any action taken, suffered or omitted by it under the provisions of this Deposit Agreement in reliance upon such written instructions. (i) In the event the Depositary, the Depositary’s Agent, the Registrar or the Transfer Agent, as the case may be, shall receive conflicting claims, requests or instructions from any Holders of Receipts, on the one hand, and the Corporation, on the other hand, the Depositary, the Depositary’s Agent, the Registrar or the Transfer Agent, as the case may be, shall be entitled to act on such claims, requests or instructions received from the Corporation, and shall incur no liability and shall be entitled to the full indemnification set forth in Section 5.7 in connection with any action so taken. (j) It is intended that the Depositary shall not be deemed to be an “issuer” of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary is acting only in a ministerial capacity as Depositary for the deposited Series C Preferred Stock. The Depositary will not be under any duty or responsibility to ensure compliance with any applicable federal or state securities laws in connection with the issuance, transfer or exchange of the Receipts, the shares of the Series C Preferred Stock or Depositary Shares. (k) Neither the Depositary (or its officers, directors, employees or agents), any Depositary’s Agent nor any Registrar or any Transfer Agent makes any representation or has any responsibility as to the validity of any registration statement pursuant to which the Depositary Shares may be registered under the Securities Act, the deposited Series C Preferred Stock, the Depositary Shares, the Receipts (except its countersignature thereon) or any instruments referred to therein or herein, or as to the correctness of any statement made in any such registration statement or herein. (l) The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity or genuineness of any shares of the Series C Preferred Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares. The Depositary shall not be accountable for the use or application by the Corporation of the Depositary Shares or the Receipts or the proceeds thereof. (m) The Depositary, Depositary’s Agent, any Registrar, and any Transfer Agent hereunder: (i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless the Company Corporation shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunderhereunder except as expressly set forth herein, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity reasonably satisfactory to it; (iv) may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission or other document or security delivered to the Depositary and reasonably believed by the Depositary to be genuine and to have been signed by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, telephonic and electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary Depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) of officers of the CompanyCorporation; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person Person with respect to the Depositary Shares shares of the Series C Preferred Stock or Receipts; (viiivii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares shares of the Series C Preferred Stock or Receipts; and (ixviii) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. . (n) The obligations of the Company Corporation and the rights of the Depositary set forth in this Section 5.03 5.4 shall survive the replacement, removal or resignation of any the Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreement.

Obligations of the Depositary. THE DEPOSITARY'S AGENTS, THE REGISTRAR AND THE COMPANY. Neither the Depositary’s Agents, any Depositary's Agent, any Registrar nor the Company assumes any obligation or shall be subject to any liability under this Deposit Agreement or any Receipt to holders of Receipts other than from acts or omissions arising out of conduct constituting bad faith, negligence (in the case of any action or inaction with respect to the voting of the deposited Preferred Shares), gross negligence or willful misconduct in the performance of such duties as are specifically set forth in this Deposit Agreement. Neither the Depositary, any Depositary's Agent, any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding with respect to the deposited Preferred Shares, Depositary Shares or Receipts that in its reasonable opinion may involve it in expense or liability unless indemnity reasonably satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary, any Depositary's Agent, any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information provided by any person presenting Preferred Shares for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary's Agent, any Registrar and the Company. (i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as Company may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless the Company shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may each rely on and shall each be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it in good faith to be genuine and to have been signed or presented by the proper party or parties. In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating entitled to the Depositary’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection indemnification set forth in respect of Section 5.6 hereof in connection with any action so taken, suffered or omitted by the . The Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in failure to carry out any documents relating hereto or instruction to vote any of the Depositary deposited Preferred Shares or Receipts; and (ix) shall for the manner or effect of any such vote made, as long as any such action or non-action is in good faith and does not be liable in any respect on account result from negligence or willful misconduct of the identityDepositary. The Depositary undertakes, authority or rights of the parties (other than with respect and any Registrar shall be required to the Depositary) executing or delivering or purporting undertake, to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar. The obligations Depositary, its parent, affiliate, or subsidiaries, any Depositary's Agent, and any Registrar may own, buy, sell or deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the rights Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, Registrarit being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the deposited Preferred Shares; PROVIDED, Transfer Agent HOWEVER, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or Depositary’s Agent or termination of this Deposit AgreementAgreement in its capacity as Depositary. The Company agrees that it will register the deposited Preferred Shares and the Depositary Shares if required by the applicable securities laws.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Custodian and the Company. (i) Issuer. Neither the Issuer, nor its directors, officers, employees and agents assume any obligation nor shall have no duties it or any of them be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners, except that the Issuer agrees to perform its obligations other than those specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless the Company shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, facsimile transmission or other document or security delivered to the Depositary and believed by the Depositary to be genuine and to have been signed by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement (without negligence or supplementing bad faith. Neither the Depositary nor its directors, officers, employees and agents assume any obligation nor shall it or qualifying any such actions) of officers of the Company; (vi) may consult counsel satisfactory them be subject to it, and the advice of such counsel shall be full and complete authorization and protection in respect any liability under this Deposit Agreement to any Owner or Beneficial Owner of any action takenReceipt (including, suffered or omitted by the Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person without limitation, liability with respect to the validity or worth of the Deposited Securities), except that the Depositary Shares agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or Receipts; (viii) bad faith. Notwithstanding any other provision contained herein, in carrying out its duties and responsibilities pursuant to Section 4.5 of this Deposit Agreement, neither the Depositary nor its directors, officers, employees and agents shall not be liable or responsible for any recital anything done or statement contained omitted to be done by it in any documents relating hereto the absence of gross negligence, bad faith or willful misconduct. Neither the Depositary nor the Issuer shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Issuer shall be liable for any action or nonaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or Receipts; and (ix) any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be liable for any acts or omissions made by a successor depositary whether in any respect on account of the identity, authority connection with a previous act or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of the Company and the rights omission of the Depositary set forth or in this Section 5.03 shall survive connection with any matter arising wholly after the replacement, removal or resignation of any the Depositary, Registrarprovided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, Transfer Agent or Depositary’s Agent for the manner in which any such vote is cast or termination the effect of any such vote, provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Custodian and the Company. (i) . Each of the Company and its agents assumes no obligation and shall have be subject to no duties liability under this Deposit Agreement or any ADRs to Holders or other persons, except that each of the Company and its agents agrees to perform its obligations other than those specifically set forth herein in this Deposit Agreement without negligence or bad faith and using its reasonable judgment. Each of the Depositary and its agents assumes no obligation and shall be subject to no liability under this Deposit Agreement or any ADRs to Holders or other persons (and no implied duties including, without limitation, liability with respect to the validity or obligationsworth of the Deposited Securities), except that each of the Depositary and its agents agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or as may subsequently bad faith. Without limitation of the foregoing, neither the Depositary, its controlling persons, nor any of its agents, nor the Company, its controlling persons nor any of its agents shall be agreed to in writing by the parties; (iia) shall have no under any obligation to make payment hereunder unless the Company shall have provided the necessary federal appear in, prosecute or defend any action, suit or other immediately available funds proceeding in respect of any Deposited Securities or securities or propertyin respect of the ADSs, as the case which in its opinion may be, to pay involve it in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; it against all expense (ivincluding fees and disbursements of counsel) and liability be furnished as often as may be required (and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary), or (b) liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letter, facsimile transmission request or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, and shall have no responsibility or for determining the accuracy thereof; (v) may rely on and shall be authorized and protected manner in acting which any vote is cast or failing to act upon the writteneffect of any vote, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying provided that any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, action or omission is in good faith and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder in accordance with the advice terms of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations No disclaimer of liability under the Company and the rights of the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of Securities Act is intended by any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination provision of this Deposit Agreement.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the Company.. Neither the Depositary nor any of the Depositary’s Agents nor the Registrar nor the Company assumes any obligation or shall be subject to any liability under this Deposit Agreement to holders of Receipts, the Company or any other person or entity other than for its gross negligence or willful misconduct (which gross negligence or willful misconduct must be determined by a final, nonappealable order, judgment, decree or ruling of a court of competent jurisdiction). Notwithstanding anything in this Deposit Agreement to the contrary, neither the Depositary, nor any of the Depositary’s Agents nor any Registrar nor the Company shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if such person alleged to be liable has knowledge of the possibility of such damages or been advised of the likelihood of such loss or damage and regardless of the form of action. Any liability of the Depositary, any of the Depositary’s Agents (except for such Depositary’s Agents which are not employees of the Depositary) or the Registrar under this Deposit Agreement shall be limited to one hundred and fifty percent (150%) of the amount of annual fees paid by the Company to such person; provided, however, that in the event that such liability arises as a result of misappropriation of funds by the Depositary, any of the Depositary’s Agents (except for such Depositary’s Agents which are not employees of the Depositary) or the Registrar through fraud or willful misconduct on the part of such person (as determined by a final, non-appealable judgment of a court of competent jurisdiction), such limit shall not apply and such liability hereunder shall be instead limited to the amount of such misappropriated funds. None of the Depositary nor any of the Depositary’s Agents nor the Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. The Depositary, any of the Depositary’s Agents and the Registrar may consult counsel satisfactory to it (who may be an employee of the Depositary or the Registrar). None of the Depositary nor any of the Depositary’s Agents nor the Registrar nor the Company shall be liable for any action taken, suffered or omitted to be taken by it in reliance upon the advice of legal counsel or accountants, or information from any holder of a Receipt or any other person believed by it to be competent to give such information. The Depositary, any of the Depositary’s Agents, the Registrar and the Company may each rely and shall each be protected in acting upon any written notice, request, direction, certificate, instrument, opinion, letter, facsimile transmission or other document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties and shall have no responsibility for determining the accuracy thereof. In the event the Depositary shall receive conflicting claims, requests or instructions from any Record Holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall incur no liability and shall be entitled to the full indemnification set forth in Section 5.06 in connection with any action so taken. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the shares of Stock or for the manner or effect of any such vote, as long as any such action or nonaction is not in bad faith. The Depositary and the Registrar undertake to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or the Registrar. The Depositary, its parents, affiliates or subsidiaries, any of the Depositary’s Agents and the Registrar may own and deal in any class of securities of the Company or its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary, Depositary’s Agent or Registrar hereunder. The Depositary, any of the Depositary’s Agents or the Registrar may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. The Depositary shall not be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Company and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments. It is intended that neither the Depositary nor any of the Depositary’s Agents shall be deemed to be an “issuer” of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any of the Depositary’s Agents are acting only in a ministerial capacity as Depositary for the deposited Stock; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or its officers, directors, employees, agents or affiliates) nor any of the Depositary’s Agents makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the deposited Stock, the Depositary Shares, the Receipts (except its countersignature thereon) or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. The Company agrees that it has registered the deposited Stock and the Depositary Shares in accordance with the applicable securities laws or no such registration is required. The Depositary, any of the Depositary’s Agents and the Registrar may rely on and shall be authorized and protected in acting or omitting to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s or the Registrar’s actions as depositary, transfer agent or registrar covered by this Deposit Agreement (or supplementing or qualifying any such actions), of officers of the Company. In the event the Depositary, any of the Depositary’s Agents or the Registrar believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by it pursuant to this Deposit Agreement, such person shall promptly notify the Company of the details of such alleged ambiguity or uncertainty, and the Depositary may, in its sole discretion upon written notice to the Company, refrain from taking any action and shall be fully protected and shall not be liable in any way to the Company, any holders of Receipts or any other person or entity for refraining from taking such action, unless such person receives written instructions or a certificate signed by the Company which eliminates such ambiguity or uncertainty to the satisfaction of such person or which proves or establishes the applicable matter to the satisfaction of such person. No disclaimer of liability by the Company under the Securities Act is intended by any provision of this Deposit Agreement. Whenever in the performance of its duties under this Deposit Agreement, the Depositary or any of the Depositary’s Agents or the Registrar shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking, suffering or omitting to take any action hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively provided and established by a certificate signed by any one of the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary or Assistant Secretary of the Company and delivered to the Depositary or any of the Depositary’s Agents or the Registrar, and such certificate shall be full and complete authorization and protection to the Depositary and any of the Depositary’s Agents and the Registrar, the Depositary and any of the Depositary’s Agents and the Registrar shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it under the provisions of this Deposit Agreement in reliance upon such certificate. The Depositary and any of the Depositary’s Agents and the Registrar, shall not be liable for or by reason of any of the recitals or representations or warranties of the Company contained in this Deposit Agreement or in the Receipts (except its countersignature thereof) or be required to verify the same, but all such recitals or representations or warranties are and shall be deemed to have been made by the Company only. None of the Depositary or any of the Depositary’s Agents or the Registrar will be under any duty or responsibility to ensure compliance with any applicable federal or state securities laws in connection with the issuance, transfer or exchange of the Receipts, Stock or Depositary Shares. Notwithstanding anything herein to the contrary, no amendment to the Certificate of Designations shall affect the rights, duties, obligations or immunities of the Depositary or any of the Depositary’s Agents or the Registrar. The Depositary and the Registrar hereunder: (i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations)herein, or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless the Company shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, facsimile transmission or other document or security delivered to the Depositary and believed by the Depositary to be genuine and to have been signed by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viiiiv) shall not be liable or responsible for any recital or statement representation or warranty of the Company contained in any documents relating hereto or the Depositary Shares or Receipts; and (ixv) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositaryit’s own) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of the Company and the rights of the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreement.

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. (i) . Neither the Depositary, any Depositary's Agent, any Registrar nor the Company assumes any obligation or shall have no duties be subject to any liability under this Deposit Agreement or obligations any Receipt to holders of Receipts other than those from acts or omissions arising out of conduct constituting bad faith, negligence, gross negligence or willful misconduct in the performance of such duties as are specifically set forth herein (and no implied duties or obligations)in this Deposit Agreement. Neither the Depositary, or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless any Depositary's Agent, any Registrar nor the Company shall have provided the necessary federal be under any obligation to appear in, prosecute or defend any action, suit or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable proceeding with respect thereto; (iii) shall not be obligated to take any legal the deposited Preferred Stock, Depositary Shares or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might Receipts that in the Depositary’s judgment subject or expose its reasonable opinion may involve it to any in expense or liability, unless indemnity reasonably satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary Depositary, any Depositary's Agent, any Registrar nor the Company shall not be required liable for any action or any failure to act unless by it shall have been furnished with an indemnity satisfactory in reliance upon the written advice of legal counsel or accountants, or information provided by any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to it; (iv) be competent to give such information. The Depositary, any Depositary's Agent, any Registrar and the Company may each rely on and shall each be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it in good faith to be genuine and to have been signed or presented by the proper party or parties. In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating entitled to the Depositary’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection indemnification set forth in respect of Section 5.06 hereof in connection with any action so taken, suffered or omitted by the . The Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in failure to carry out any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in instruction to vote any respect on account of the identitydeposited Preferred Stock or for the manner or effect of any such vote made, authority as long as any such action or rights non-action is in good faith and does not result from negligence or willful misconduct of the parties (other than with respect Depositary. The Depositary undertakes, and any Registrar shall be required to the Depositary) executing or delivering or purporting undertake, to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar. The obligations Depositary, its parent, affiliate, or subsidiaries, any Depositary's Agent, and any Registrar may own, buy, sell or deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the rights Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, Registrarit being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the deposited Preferred Stock; provided, Transfer Agent however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or Depositary’s Agent or termination of this Deposit AgreementAgreement in its capacity as Depositary.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Registrar, the Calculation Agent, the Transfer Agent and the Company. (i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless the Company shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary such party determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositarysuch party’s judgment subject or expose it to any expense or liability, the Depositary such party shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, facsimile transmission or other document or security delivered to the Depositary Depositary, the Depositary’s Agent, Transfer Agent, Calculation Agent or Registrar and believed by the Depositary such party to be genuine and to have been signed by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositarysuch party’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) ), of officers of the Company; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary such party hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of the Company and the rights of the Depositary Depositary, the Depositary’s Agent, Transfer Agent, Calculation Agent or Registrar set forth in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Calculation Agent, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreement.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Registrar, the Transfer Agent and the Company. (i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless the Company shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary Depositary, any Depositary’s Agent, the Transfer Agent or the Registrar determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositarysuch Person’s reasonable judgment subject or expose it to any expense or liability, the Depositary it shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may rely on and shall be authorized and protected in acting or failing omitting to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission or other document or security delivered to the Depositary it and believed by the Depositary it to be genuine and to have been signed by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing omitting to act upon the written, telephonic, electronic and oral instructionsinstructions given in accordance with this Deposit Agreement, with respect to any matter relating to the Depositary’s its actions as depositary depositary, transfer agent or registrar covered by this Deposit Agreement (or supplementing or qualifying any such actions) ), of officers of the Company; (vi) may consult counsel satisfactory to itit (who may be an employee of the Depositary or the Registrar or counsel to the Company), and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by the Depositary it hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person Person with respect to the Class N Preferred Stock, Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or to the Class N Preferred Stock, the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations representations of the Company and the rights of the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent Registrar or Depositary’s Agent or the Transfer Agent, and the termination of this Deposit Agreement.

Obligations of the Depositary. THE DEPOSITARY'S AGENTS, THE REGISTRAR AND THE COMPANY. The Company assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other persons, except to perform its obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or bad faith. Each of the Depositary’s Agents, the Depositary's Agents and the Registrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or willful misconduct. Neither the Depositary nor any Depositary's Agent nor the Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary's Agent, the Registrar and the Company. (i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as Company may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless the Company shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may each rely on and shall each be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties. The Depositary, the Registrar and shall have no responsibility for determining any Depositary's Agent may own and deal in any class of securities of the accuracy thereof; (v) Company and its affiliates and in Receipts or Depositary Shares. The Depositary may rely on also act as transfer agent or Registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent nor the Registrar shall be authorized deemed to be an "issuer" of the Stock, the Depositary Shares, or the Receipts or other securities issued upon conversion, exchange or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and protected agreed that the Depositary and any Depositary's Agent and the Registrar are acting only in acting a ministerial capacity; provided, however, that the Depositary and any Depositary's Agent agree to comply with all information reporting and withholding requirements applicable to each of them under law or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement in their capacity as such. Neither the Depositary (or supplementing its officers, directors, employees or qualifying agents) nor any such actions) of officers Depositary's Agent nor the Registrar makes any representation or has any responsibility as to the validity of the Company; (vi) may consult counsel satisfactory registration statement pursuant to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by which the Depositary hereunder in accordance with Shares are registered under the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to Securities Act, the Stock, the Depositary Shares or Receipts; (viii) shall not be liable any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for any recital or statement contained its representations in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company and the rights of the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of [_______________], with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes, and when executed and delivered, each Receipt will constitute, a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of its proceeds from the Depositary Shares or the Receipts.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Custodian and the Company. (i) Issuer. The Issuer assumes no obligation nor shall have no duties it be subject to any liability under this Deposit Agreement or the Receipts to Owners or holders of Receipts, except that it agrees to perform its obligations other than those specifically set forth herein in this Deposit Agreement without negligence and to act in good faith in the performance of such duties. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement or the Receipts to any Owner or holder of any Receipt (and no implied duties including, without limitation, liability with respect to the validity or obligationsworth of the Deposited Securities), or as may subsequently except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence and to act in good faith in the performance of such duties. Neither the Depositary nor the Issuer shall be agreed to in writing by the parties; (ii) shall have no under any obligation to make payment hereunder unless the Company shall have provided the necessary federal appear in, prosecute or defend any action, suit or other immediately available funds proceeding in respect of any Deposited Securities or securities or propertyin respect of the Receipts, as the case which in its opinion may be, to pay involve it in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Depositary Custodian shall not be required under any obligation whatsoever with respect to act unless it shall have been furnished with an indemnity satisfactory such proceedings, the responsibility of the Custodian being solely to it; (iv) may rely on and the Depositary. Neither the Depositary nor the Issuer shall be authorized and protected liable for any action or nonaction by it in acting reliance upon the advice of or failing information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to act be competent to give such advice or information including, but not limited to, any such action or nonaction based upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the . The Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital acts or statement contained omissions made by a successor depositary whether in any documents relating hereto connection with a previous act or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of the Company and the rights omission of the Depositary set forth or in this Section 5.03 shall survive connection with any matter arising wholly after the replacement, removal or resignation of any the Depositary, Registrarprovided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary and the Issuer may rely and shall be protected in acting upon any written notice, Transfer Agent request, direction or Depositary’s Agent other documents believed by them to be genuine and to have been signed or termination presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Depositary’s AgentsSubdepositaries, the Registrar Custodian and the Company. (i) . Neither the Depositary, any Subdepositary, the Custodian nor the Company assumes any obligation or shall have no duties or obligations be subject to any liability under this Deposit Agreement to holders of Receipts other than those that each of them agrees to use its best judgment and good faith in the performance of such obligations and duties as are specifically set forth herein (and no implied duties or obligations)in this Deposit Agreement. Neither the Depositary, or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless any Subdepositary nor the Company shall have provided the necessary federal be under any obligation to appear in, prosecute or defend any action, suit or other immediately available funds proceeding in respect of any Deposited Securities or securities or propertyin respect of the Receipts, as the case which in its opinion may be, to pay involve it in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required, and the Depositary Custodian shall not be required under any obligation whatsoever with respect to act unless such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary, any Subdepositary, the Custodian nor the Company shall be liable for any action or non-action by it shall have been furnished with an indemnity satisfactory in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to it; (iv) be competent to give such advice or information or for any translation of any notice, report or other document made by a translator believed by it to be competent. The Depositary, any Subdepositary, the Custodian or the Company may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties, and shall have no responsibility for determining . Neither the accuracy thereof; (v) may rely on and Depositary nor the Custodian shall be authorized and protected in acting responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or failing to act upon for the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement (manner or supplementing or qualifying effect of any such actions) vote made, either with or without request, or for not exercising any right to vote, as long as any such action or non-action is in good faith. The Depositary, any Subdepositary or the Custodian may own and deal in any class of officers securities of the Company; (vi) Company and its affiliates and in Receipts. The Depositary in its discretion may consult counsel issue to securities dealers, brokers and banks, against undertakings to deposit Stock accompanied by collateral satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect having at all times a market value at least equal to the Depositary) executing or delivering or purporting to execute or deliver market price for the Stock, Receipts for which no Stock has been deposited hereunder. Any provision in this Deposit Agreement or the Receipts to the contrary notwithstanding, the Depositary shall be absolutely liable for any documents loss, damage, liability or papers deposited or called for under this Deposit Agreement. The obligations expense suffered by holders of Receipts, and shall indemnify and hold harmless the Company and the rights Custodian for any loss, damage, liability or expense, resulting from the issuance of the Depositary set forth in additional Receipts pursuant to this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreement5.03.

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. (i) . Neither the Depositary, any Depositary's Agent, any Registrar nor the Company assumes any obligation or shall have no duties be subject to any liability under this Deposit Agreement or obligations any Receipt to holders of Receipts other than those from acts or omissions arising out of conduct constituting bad faith, negligence (in the case of any action or inaction with respect to the voting of the deposited Class E Preferred Stock), gross negligence or willful misconduct in the performance of such duties as are specifically set forth herein (and no implied duties or obligations)in this Deposit Agreement. Neither the Depositary, or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless any Depositary's Agent, any Registrar nor the Company shall have provided the necessary federal be under any obligation to appear in, prosecute or defend any action, suit or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable proceeding with respect thereto; (iii) shall not be obligated to take any legal the deposited Class E Preferred Stock, Depositary Shares or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might Receipts that in the Depositary’s judgment subject or expose its reasonable opinion may involve it to any in expense or liability, unless indemnity reasonably satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary Depositary, any Depositary's Agent, any Registrar nor the Company shall not be required liable for any action or any failure to act unless by it shall have been furnished with an indemnity satisfactory in reliance upon the written advice of legal counsel or accountants, or information provided by any person presenting Class E Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to it; (iv) be competent to give such information. The Depositary, any Depositary's Agent, any Registrar and the Company may each rely on and shall each be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it in good faith to be genuine and to have been signed or presented by the proper party or parties. In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall have no responsibility be entitled to the full indemnification set forth in Section 5.06 hereof in connection with any action so taken. The Depositary shall not be responsible for determining any failure to carry out any instruction to vote any of the accuracy thereof; (v) may rely on deposited Class E Preferred Stock or for the manner or effect of any such vote made, as long as any such action or non-action is in good faith and does not result from negligence or willful misconduct of the Depositary. The Depositary undertakes, and any Registrar shall be authorized required to undertake, to perform such duties and protected only such duties as are specifically set forth in acting this Deposit Agreement, and no implied covenants or failing obligations shall be read into this Agreement against the Depositary or any Registrar. The Depositary, its parent, affiliate, or subsidiaries, any Depositary's Agent, and any Registrar may own, buy, sell or deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act upon as fully or as freely as if it were not the written, telephonic, electronic and oral instructions, with respect to any matter relating to Depositary or the Depositary’s actions 's Agent hereunder. The Depositary may also act as depositary covered by transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the deposited Class E Preferred Stock; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or supplementing its officers, directors, employees or qualifying agents) nor any such actions) of officers Depositary's Agent makes any representation or has any responsibility as to the validity of the Company; registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the deposited Class E Preferred Stock, the Depositary Shares, the Receipts (viexcept its countersignature thereon) may consult counsel satisfactory or any instruments referred to ittherein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement and for the advice of such counsel shall be full and complete authorization and protection in respect validity of any action taken, suffered taken or omitted required to be taken by the Depositary hereunder in accordance connection with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of Company agrees that it will register the Company deposited Class E Preferred Stock and the rights of Depositary Shares in accordance with the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreementapplicable securities laws.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the Company. (i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless the Company shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s 's judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, facsimile transmission or other document or security delivered to the Depositary and believed by the Depositary to be genuine and to have been signed by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of the Company and the rights of the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreement.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Custodian and the Company. (i) Issuer. The Issuer assumes no obligation nor shall have no duties it be subject to any liability under this Deposit Agreement or the Receipts to Owners or Beneficial Owners of Receipts, except that it agrees to perform its obligations other than those specifically set forth herein in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement or the Receipts to any Owner or Beneficial Owner of any Receipt (and no implied duties including, without limitation, liability with respect to the validity or obligationsworth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or as may subsequently bad faith. Neither the Depositary nor the Issuer shall be agreed to in writing by the parties; (ii) shall have no under any obligation to make payment hereunder unless the Company shall have provided the necessary federal appear in, prosecute or defend any action, suit or other immediately available funds proceeding in respect of any Deposited Securities or securities or propertyin respect of the Receipts, as the case which in its opinion may be, to pay involve it in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Depositary Custodian shall not be required under any obligation whatsoever with respect to act unless it shall have been furnished with an indemnity satisfactory such proceedings, the responsibility of the Custodian being solely to it; (iv) may rely on and the Depositary. Neither the Depositary nor the Issuer shall be authorized and protected liable for any action or nonaction by it in acting reliance upon the advice of or failing information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to act be competent to give such advice or information including, but not limited to, any such action or nonaction based upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the . The Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital acts or statement contained omissions made by a successor depositary whether in any documents relating hereto connection with a previous act or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of the Company and the rights omission of the Depositary set forth or in this Section 5.03 shall survive connection with any matter arising wholly after the replacement, removal or resignation of any the Depositary, Registrarprovided that, Transfer Agent in connection with the issue out of which such potential liability arises, the Depositary performed its obligations without negligence or bad faith while it acted as Depositary’s Agent . The Depositary and the Issuer may rely and shall be protected in acting upon any written notice, request, direction or termination other documents believed by them to be genuine and to have been signed or presented by the proper party or parties. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Depositary’s 's Agents, the ----------------------------------------------------------- Registrar and the Company. (ia) Neither the Depositary, any Depositary's Agent, ------------------------- any Registrar nor the Company assumes any obligation or shall have no duties be subject to any liability under this Deposit Agreement or obligations any Receipt to holders of Receipts other than those from acts or omissions arising out of conduct constituting bad faith, gross negligence or willful misconduct in the performance of such duties as are specifically set forth herein (in this Deposit Agreement. Any liability of the Depositary, any Depositary's Agent and no implied duties or obligations), or as may subsequently any Registrar shall be agreed limited to in writing the amount of fees paid by the parties;Company, hereunder, and in no event shall the Depositary, any Depositary's Agent and any Registrar be liable for special, indirect, incidental or consequential loss or damage of any kind whatsoever (including but not limited to cost profiles) even if such entities have been advised of the likelihood of such damages and regardless of the form of action. (iib) shall have no obligation to make payment hereunder unless Neither the Depositary, any Depositary's Agent, any Registrar nor the Company shall have provided the necessary federal be under any obligation to appear in, prosecute or defend any action, suit or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable proceeding with respect thereto; (iii) shall not be obligated to take any legal the deposited Preferred Shares, Depositary Shares or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might Receipts that in the Depositary’s judgment subject or expose its reasonable opinion may involve it to any in expense or liability, unless indemnity reasonably satisfactory to it against all expense and liability be furnished as often as may be required. (c) Neither the Depositary Depositary, any Depositary's Agent, any Registrar nor the Company shall not be required liable for any action, or any failure to act unless by it shall have been furnished with an indemnity satisfactory in reliance upon the written advice of legal counsel or accountants, or information provided by any person presenting Preferred Shares for deposit, any holder of a Receipt or any other person believed by it in good faith to it; (iv) be competent to give such information. The Depositary, any Depositary's Agent, any Registrar and the Company may each rely on and shall each be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it in good faith to be genuine and to have been signed or presented by the proper party or parties. (d) In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall have no responsibility for determining be entitled to act on such claims, requests or instructions received from the accuracy thereof; (v) may rely on Company and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating entitled to the Depositary’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying full indemnification set forth in Section 5.06 hereof in connection with any such actions) of officers of the Company;action so taken. (vie) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the The Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in failure to carry out any documents relating hereto or instruction to vote any of the Depositary deposited Preferred Shares or Receipts; and (ix) shall for the manner or effect of any such vote made, as long as any such action or non-action is in good faith and does not be liable in any respect on account result from gross negligence or willful misconduct of the identityDepositary. The Depositary undertakes, authority or rights of the parties (other than with respect and any Registrar shall be required to the Depositary) executing or delivering or purporting undertake, to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under perform such duties and only such duties as are specifically set forth in this Deposit Agreement. , and no implied covenants or obligations shall be read into this Agreement or imposed upon the Depositary or any Registrar. (f) The obligations Depositary, its parent, affiliate, or subsidiaries, any Depositary's Agent, and any Registrar may own, buy, sell or deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the rights Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. (g) It is intended that neither the Depositary set forth nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the deposited Preferred Shares; provided, however, that the Depositary agrees to comply with all information -------- ------- reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. (h) Neither the Depositary (or its officers, directors, employees or agents) nor any Depositary's Agent makes any representation or has any responsibility as to the validity of any registration statement pursuant to which the Depositary Shares may be registered under the Securities Act, the deposited Preferred Shares, the Depositary Shares, the Receipts (except its countersignature thereon) or any instruments referred to therein or herein, or as to the correctness of any statement made in any such registration statement or herein; provided, however, that the Depositary is responsible for its -------- ------- representations in this Section 5.03 shall survive Deposit Agreement made by it and for the replacement, removal or resignation validity of any Depositary, Registrar, Transfer Agent action taken or Depositary’s Agent or termination of required to be taken by the Depositary in connection with this Deposit Agreement. (i) The Company agrees that it will register the issuance of the Preferred Shares and the Depositary Shares to the extent required by applicable securities laws.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Custodian and the Company. (i) . Each of the Company, its agents and their respective officers, employees and affiliates assumes no obligation nor shall have no duties it be subject to any liability under this Deposit Agreement to Owners or obligations Holders or any other persons, other than those as set forth below to the Depositary and the Custodian, and any agent of the Custodian or the Depositary appointed hereunder with the Company's prior written consent. Each of the Company, its agents and their respective officers, directors, employees and affiliates assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to the Depositary, except that it agrees to perform its obligations specifically set forth herein in this Deposit Agreement without negligence or bad faith. Each of the Company, its agents and their respective officers, directors, employees and affiliates assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to the Custodian or any agent of the Depositary or the Custodian, except under Section 5.8 of this Deposit Agreement. Each of the Depositary, its agents and their respective officers, employees and affiliates assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder (and no implied duties including, without limitation, liability with respect to the validity or obligationsworth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or as may subsequently bad faith. None of the Depositary, the Company or any of their respective agents shall be agreed to in writing by the parties; (ii) shall have no under any obligation to make payment hereunder unless the Company shall have provided the necessary federal appear in, prosecute or defend any action, suit or other immediately available funds proceeding in respect of any Deposited Securities or securities or propertyin respect of the Receipts, as the case which in its opinion may be, to pay involve it in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, unless indemnity satisfactory to it in its sole discretion against all expense and liability shall be furnished as often as may be required, and the Depositary Custodian shall not be required under any obligation whatsoever with respect to act unless it shall have been furnished with an indemnity satisfactory such proceedings, the responsibility of the Custodian being solely to it; (iv) may rely on and the Depositary. None of the Depositary, the Company or any of their respective agents shall be authorized and protected liable for any action or nonaction by it in acting reliance upon the advice of or failing information from legal counsel, accountants, any person presenting Shares for deposit, any Owner, or any other person believed by it in good faith to act be competent to give such advice or information including, but not limited to, any such action or nonaction based upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the . The Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital acts or statement contained omissions made by a successor depositary whether in any documents relating hereto connection with a previous act or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of the Company and the rights omission of the Depositary set forth or in this Section 5.03 shall survive connection with any matter arising wholly after the replacement, removal or resignation of any the Depositary, Registrarprovided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, Transfer Agent or Depositary’s Agent or termination for the manner in which any such No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Custodian and the Company. (i) Issuer. Neither the Issuer nor any of its directors, employees, agents or affiliates assume any obligation nor shall have no duties any of them be subject to any liability under this Deposit Agreement to Owners or Beneficial Owners of Receipts, except that the Issuer agrees to perform its obligations other than those specifically set forth herein in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Beneficial Owners of any Receipt (and no implied duties including, without limitation, liability with respect to the validity or obligationsworth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or as may subsequently bad faith. Neither the Depositary nor the Issuer nor any of their respective directors, employees, agents or affiliates shall be agreed to in writing by the parties; (ii) shall have no under any obligation to make payment hereunder unless the Company shall have provided the necessary federal appear in, prosecute or defend any action, suit or other immediately available funds proceeding in respect of any Deposited Securities or securities or propertyin respect of the Receipts, as the case which in their respective reasonable opinions may be, to pay involve them in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, unless indemnity satisfactory to them against all expense and liability shall be furnished as often as may be required, and the Depositary Custodian shall not be required under any obligation whatsoever with respect to act unless it such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Issuer nor any of their respective directors, employees, agents or affiliates shall have been furnished with an indemnity satisfactory be liable for any action or nonaction by any of them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by any of them in good faith to it; (iv) be competent to give such advice or information. Each of the Depositary, the Issuer and their respective directors, employees, agents and affiliates may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letter, facsimile transmission request or direction or other document or security delivered to the Depositary and believed by the Depositary such person to be genuine and to have been signed or presented by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the . The Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital acts or statement contained omissions made by a successor depositary whether in any documents relating hereto connection with a previous act or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of the Company and the rights omission of the Depositary set forth or in this Section 5.03 shall survive connection with any matter arising wholly after the replacement, removal or resignation of any the Depositary, Registrarprovided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, Transfer Agent or Depositary’s Agent for the manner in which any such vote is cast or termination the effect of any such vote, provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Custodian and the Company. . The Company assumes no obligation nor is it subject to any liability under the Deposit Agreement to Holders or other persons, except that it has agreed with the Depositary to act in good faith and use reasonable judgment in the performance of its obligations set forth in the Company Agreement. The Depositary assumes no obligation nor is it subject to any liability under the Deposit Agreement to Holders or other persons (i) shall have no including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it has agreed to act in good faith and use reasonable judgment in the performance of its obligations set forth in the Deposit Agreement. The Depositary has undertaken in the Deposit Agreement to perform such duties or obligations other than those and only such duties as are specifically set forth herein (therein, and no implied duties covenants or obligations)obligations shall be read into the Deposit Agreement against the Depositary or the Company. In no event shall the Depositary or any of its agents be liable for any indirect, special, punitive or as may subsequently be agreed to in writing by consequential damages. Neither the parties; (ii) shall have no Depositary nor the Company are under any obligation to make payment hereunder unless the Company shall have provided the necessary federal appear in, prosecute or defend any action, suit or other immediately available funds proceeding in respect of any Deposited Securities or securities or propertyin respect of the ADRs, as the case which in its opinion may be, to pay involve it in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) it in its sole discretion against all expense and liability be furnished as often as may be required, and no Custodian is under any obligation whatsoever with respect to such proceedings, the Custodian being responsible solely to the Depositary. Neither the Depositary nor the Company shall be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Common Stock for deposit, any Holder, or any other person believed by it in good faith to be competent to give such advice or information. Each of the Depositary, its agents and the Company and its agents may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating . Subject to the Depositary’s actions as depositary covered by this provisions of Section 5.02 of the Deposit Agreement (or supplementing or qualifying any such actions) of officers of the Company; which are summarized in this paragraph (vi) may consult counsel satisfactory to it24)), and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder in accordance with the advice of such counsel; (vii) shall is not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital failure to carry out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or statement contained in for the effect of any documents relating hereto or such vote. It is intended that neither the Depositary Shares or Receipts; and (ix) shall not be liable in nor any respect on account agent of the identity, authority or rights Depositary shall be deemed to be an "issuer" of the parties (securities under the federal securities laws or applicable state securities laws of the United States or any other than with respect jurisdiction, it being expressly understood and agreed that the Depositary and its agent are acting only in a ministerial capacity as Depositary for the Common Stock. Notwithstanding anything to the Depositary) executing or delivering or purporting to execute or deliver this contrary set forth in the Deposit Agreement or an ADR, the Depositary and its agents may fully respond to any documents and all written demands or papers deposited requests for information maintained by or called for under this on its behalf in connection with the Deposit Agreement, any Holder or Holders, any ADR or ADRs or otherwise related hereto to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators. The obligations of Neither the Depositary, the Company and the rights nor any of the Depositary set forth their respectives agents shall be liable to Holders or beneficial owners of interests in this Section 5.03 shall survive the replacementADSs for any indirect, removal special, punitive or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreementconsequential damages.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Custodian and the Company. (i) . The Company and its directors, employees, agents and affiliates assume no obligation nor shall have no duties they be subject to any liability under this Deposit Agreement or the Receipts to Holders or Beneficial Owners of Receipts or any other persons, except that each agrees to perform its obligations other than those specifically set forth herein in this Deposit Agreement without negligence or bad faith. The Depositary and its directors, employees, agents and affiliates assume no obligation nor shall they be subject to any liability under this Deposit Agreement or the Receipts to any Holder or Beneficial Owner of any Receipt or any other person (and no implied duties including, without limitation, liability with respect to the validity or obligationsworth of the Deposited Securities), except that each agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or as may subsequently bad faith. Neither the Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall be agreed to in writing by the parties; (ii) shall have no under any obligation to make payment hereunder unless the Company shall have provided the necessary federal appear in, prosecute or defend any action, suit or other immediately available funds proceeding in respect of any Deposited Securities or securities or propertyin respect of the Receipts, as the case which in its opinion may be, to pay involve it in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Depositary Custodian shall not be required under any obligation whatsoever with respect to act unless such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall be liable for any action or nonaction by it shall have been furnished with an indemnity satisfactory in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder or any other person believed by it in good faith to it; (iv) be competent to give such advice or information. Each of the Depositary, the Company and their directors, employees and agents may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary such person to be genuine and to have been signed or presented by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the . The Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital acts or statement contained omissions made by a successor depositary whether in any documents relating hereto connection with a previous act or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of the Company and the rights omission of the Depositary set forth or in this Section 5.03 shall survive connection with any matter arising wholly after the replacement, removal or resignation of any the Depositary, Registrarprovided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, Transfer Agent or Depositary’s Agent for the manner in which any such vote is cast or termination the effect of any such vote, provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Custodian and the Company. (i) . Neither the Depositary, the Custodian nor the Company assumes any obligation or shall have no be subject to any liability under the Deposit Agreement to holders of Receipts except that each has agreed to use its best judgment and good faith in the performance of such duties or obligations other than those as are specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless Deposit Agreement. Neither the Depositary nor the Company shall have provided the necessary federal be under any obligation to appear in, prosecute or defend any action, suit or other immediately available funds proceeding in respect of any Deposited Securities or securities or propertyin respect of the Receipts, as the case which in its opinion may be, to pay involve it in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required, and the Depositary Custodian shall not be required under any obligation whatsoever with respect to act unless such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary, the Custodian nor the Company shall be liable for any action or nonaction by it shall have been furnished with an indemnity satisfactory in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock for deposit, any holder of a Receipt, or any other person believed by it in good faith to it; (iv) be competent to give such advice or information, or for translation of any notice, report or other document made by a translator believed by it to be competent. The Depositary, the Custodian or the Company may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction, or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties. Neither the Depositary nor the Custodian will be responsible for any failure to carry out any instructions to vote any of the Deposited Securities or for the manner or effect of any such vote made, as long as any such action or non-action is in good faith. The Company will indemnify the Depositary, any Registrar and the Custodian against, and shall have no responsibility for determining hold each of them harmless from, any liability which may arise out of acts performed or omitted, in accordance with the accuracy thereof; provisions of the Deposit Agreement or this Receipt, (vi) may rely on and shall be authorized and protected in acting by the Company or failing to act upon the writtenany of its agents, telephonic, electronic and oral instructions, with respect to any matter relating to or (ii) by the Depositary’s actions as depositary covered by this Deposit Agreement , such Registrar or any of their agents (including the Custodian), except for any liability arising out of negligence or supplementing or qualifying bad faith. The Depositary will indemnify the Company against any such actions) liability which may arise out of officers of the Company; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered acts performed or omitted by the Depositary hereunder in accordance with or its agents (including the advice of such counsel; (viiCustodian) shall not be called upon at any time due to advise any person with respect to negligence or bad faith. The Depositary and the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained Custodian may own and deal in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account class of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations securities of the Company and the rights of the Depositary set forth its affiliates and in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit AgreementReceipts.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Registrar, Transfer Agent and the CompanyCorporation. (i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless the Company Corporation shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, facsimile transmission or other document or security delivered to the Depositary it and believed by the Depositary it to be genuine and to have been signed by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (viv) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructionsinstructions given by the Corporation in accordance with this Agreement, with respect to any matter relating to the Depositary’s its actions as depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) of officers of the Company); (viv) may consult legal counsel satisfactory to itit (who may be an employee of the Depositary or counsel to the Corporation), and the advice of such legal counsel shall be full and complete authorization and protection in respect of of, and it shall not be liable and shall be indemnified by the Corporation for, any action actions taken, suffered or omitted by the Depositary it hereunder in accordance with the advice of such legal counsel; (viivi) shall not be called upon at any time to advise any person with respect to the Depositary Shares shares of Series A Preferred Stock or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ixvii) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement; and (viii) shall not be obligated to prosecute or defend any litigation or other proceeding hereunder; if, however, it determines to prosecute or defend any litigation or other proceeding hereunder, and, where the taking of such action might in its judgment subject or expose it to any expense or liability, it shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it. The obligations of the Company Corporation and the rights of the Depositary Depositary, the Depositary’s Agent, Transfer Agent or Registrar set forth in this Section 5.03 5.3 shall survive the replacement, removal or resignation of any of the Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreement.

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. (i) . Each of the Depositary, any Depositary's Agent and any Registrar shall have no duties at all times act in good faith and shall use its best efforts within reasonable time limits to insure the accuracy of all services performed pursuant to this Deposit Agreement. None of the Depositary, any Depositary's Agent, any Registrar or obligations the Company assumes any obligation or shall be subject to any liability under this Deposit Agreement or any Receipt to holders of Receipts other than those from acts or omissions arising out of conduct constituting bad faith, negligence, gross negligence or willful misconduct in the performance of such duties as are specifically set forth herein (and no implied duties in this Deposit Agreement. None of the Depositary, any Depositary's Agent, any Registrar or obligations), or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless the Company shall have provided the necessary federal be under any obligation to appear in, prosecute or defend any action, suit or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable proceeding with respect thereto; (iii) shall not be obligated to take any legal the deposited Preferred Shares, Depositary Shares or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might Receipts that in the Depositary’s judgment subject or expose its reasonable opinion may involve it to any in expense or liability, unless indemnity reasonably satisfactory to it against all expense and liability be furnished as often as may be required. None of the Depositary Depositary, any Depositary's Agent, any Registrar or the Company shall not be required liable for any action or any failure to act unless by it shall have been furnished with an indemnity satisfactory in reliance upon the written advice of legal counsel or accountants, or information provided by any person presenting Preferred Shares for deposit, any holder of a Receipt or any other person believed by it in good faith to it; (iv) be competent to give such advice or information. The Depositary, any Depositary's Agent, any Registrar and the Company may each rely on and shall each be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it in good faith to be genuine and to have been signed or presented by the proper party or parties. In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall have no responsibility be entitled to the full indemnification set forth in Section 5.06 hereof in connection with any action so taken. The Depositary shall not be responsible for determining any failure to carry out any instruction to vote any of the accuracy thereof; (v) may rely on deposited Preferred Shares or for the manner or effect of any such vote made, as long as any such action or non-action is in good faith and does not result from negligence or willful misconduct of the Depositary. The Depositary undertakes, and any Registrar shall be authorized required to undertake, to perform such duties and protected only such duties as are specifically set forth in acting this Deposit Agreement, and no implied covenants or failing obligations shall be read into this Agreement against the Depositary or any Registrar. The Depositary, its parent, affiliate, or subsidiaries, any Depositary's Agent, and any Registrar may own, buy, sell or deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act upon as fully or as freely as if it were not the written, telephonic, electronic and oral instructions, with respect to any matter relating to Depositary or the Depositary’s actions 's Agent hereunder. The Depositary may also act as depositary covered by transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the deposited Preferred Shares; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or supplementing its officers, directors, employees or qualifying agents) nor any such actions) of officers Depositary's Agent makes any representation or has any responsibility as to the validity of the Company; registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the deposited Preferred Shares, the Depositary Shares, the Receipts (viexcept its countersignature thereon) may consult counsel satisfactory or any instruments referred to ittherein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement and for the advice of such counsel shall be full and complete authorization and protection in respect validity of any action taken, suffered taken or omitted required to be taken by the Depositary hereunder in accordance connection with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of Company represents that it has registered the Company deposited Preferred Shares and the rights of the Depositary set forth Shares for sale in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreementaccordance with applicable securities laws.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Custodian and the Company. (i) . Each of the Company and its agents, directors, officers or employees, assumes no obligation and shall have be subject to no duties liability under this Deposit Agreement or the Receipts to Holders or other persons, except that each of the Company and its agents, directors, officers or employees, agrees to perform its obligations other than those specifically set forth herein in this Deposit Agreement without negligence or bad faith. No implied covenants or obligations shall be read into this Deposit Agreement against the Company. Each of the Depositary and its agents, directors, officers or employees, assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to Holders or other persons (and no implied duties including, without limitation, liability with respect to the validity or obligationsworth of the Deposited Securities), except that each of the Depositary and its agents, directors, officers and employees, agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary undertakes not to issue any Receipt other than to evidence American Depositary Shares representing Deposited Securities then on deposit with the Custodian. The Depositary also undertakes not to lend Deposited Securities held by it as may subsequently Depositary. Without limitation of the foregoing, neither the Depositary, its controlling persons, nor any of its agents, directors, officers or employees, nor the Company its controlling persons nor any of its agents, directors, officers or employees, shall be agreed to in writing by the parties; (iia) shall have no under any obligation to make payment hereunder unless the Company shall have provided the necessary federal appear in, prosecute or defend any action, suit or other immediately available funds proceeding in respect of any Deposited Securities or securities or propertyin respect of the Receipts, as the case which in its opinion may be, to pay involve it in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; it against all expense (ivincluding fees and disbursements of counsel) and liability be furnished as often as may be required (and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary), or (b) liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, its controlling persons, its agents, directors, officers and employees, any Custodian and the Company, its controlling persons and its agents, directors, officers and employees may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letter, facsimile transmission request or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents, directors, officers and employees shall have no responsibility not be liable for determining any failure to carry out any instructions to vote any of the accuracy thereof; (v) may rely on and shall be authorized and protected Deposited Securities, or for the manner in acting which any vote is cast or failing to act upon the writteneffect of any vote, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying provided that any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, action or omission is without negligence or bad faith and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder in accordance with the advice terms of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations No disclaimer of liability under the Company and the rights of the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of Securities Act is intended by any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination provision of this Deposit Agreement.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the Company. (i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless the Company shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, facsimile transmission or other document or security delivered to the Depositary and believed by the Depositary to be genuine and to have been signed by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of the Company and the rights of the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreement.

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. (i) . The Company assumes no obligation and shall have be subject to no duties liability under this Deposit Agreement or the Receipts to holders or other persons, except to perform its obligations other than those as are specifically set forth herein (and no implied duties undertaken by it to perform in this Deposit Agreement without negligence or obligations)bad faith. Each of the Depositary, or as may subsequently be agreed to in writing by the parties; (ii) shall have Depositary's Agents and the Registrar assumes no obligation and shall be subject to make payment hereunder unless no liability under this Deposit Agreement or the Receipts to holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or willful misconduct. Neither the Depositary nor any Depositary's Agent nor the Registrar nor the Company shall have provided be liable for any action or any failure to act by it in reliance upon the necessary federal advice of or information from legal counsel, accountants, any person presenting Stock for deposit, any holder of a Receipt or any other immediately available funds person believed by it in good faith to be competent to give such advice or securities or propertyinformation. The Depositary, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, howeverDepositary's Agent, the Depositary determines to take any legal or other action hereunder, and, where Registrar and the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) Company may each rely on and shall each be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties. The Depositary, the Registrar and shall have no responsibility for determining any Depositary's Agent may own and deal in any class of securities of the accuracy thereof; (v) Company and its affiliates and in Receipts or Depositary Shares. The Depositary may rely on also act as transfer agent or Registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent nor the Registrar shall be authorized deemed to be an "issuer" of the Stock, the Depositary Shares, or the Receipts or other securities issued upon conversion, exchange or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and protected agreed that the Depositary and any Depositary's Agent and the Registrar are acting only in acting a ministerial capacity; provided, however, that the Depositary and any Depositary's Agent agree to comply with all information reporting and withholding requirements applicable to each of them under law or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement in their capacity as such. Neither the Depositary (or supplementing its officers, directors, employees or qualifying agents) nor any such actions) of officers Depositary's Agent nor the Registrar makes any representation or has any responsibility as to the validity of the Company; (vi) may consult counsel satisfactory registration statement pursuant to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by which the Depositary hereunder in accordance with Shares are registered under the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to Securities Act, the Stock, the Depositary Shares or Receipts; (viii) shall not be liable any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for any recital or statement contained its representations in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company and the rights of the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination summarizing certain provisions of this Deposit Agreement.. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of New York, with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement;

Obligations of the Depositary. THE DEPOSITARY'S AGENTS AND THE ------------ -------------------------------------------------------------- COMPANY. Neither the Depositary nor any Depositary's Agent nor the Company ------- assumes any obligation, nor shall be subject to any liability under this Deposit Agreement to holders of Receipts, except that nothing herein shall relieve the Depositary’s Agents, the Registrar and Depositary's Agent or the Company. (i) shall have no Company for liability to such holders from acts or omissions arising out of conduct finally adjudicated to constitute gross negligence or bad faith on the part of such person or persons in the performance of such duties or obligations other than those as are specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing by this Deposit Agreement. Neither the parties; (ii) shall have no obligation to make payment hereunder unless Depositary nor any Depositary's Agent nor the Company shall have provided the necessary federal be under any obligation to appear in, prosecute or defend any action, suit or other immediately available funds or securities or property, as proceeding in respect of the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, howeverDeposited Stock, the Depositary determines to take any legal Shares or other action hereunderthe Receipts, and, where the taking of such action might which in the Depositary’s judgment subject or expose its reasonable opinion may involve it to any in expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; it against all expense and liability is furnished as often as may be required. Neither the Depositary nor any Depositary's Agent nor the Company shall be liable (ivi) if it is prevented or delayed by law or any circumstance beyond its control in performing its obligations under this Deposit Agreement, or (ii) for any action or any failure to act by it in reliance upon the advice of legal counsel (which may be in-house counsel) or accountants. The Depositary, any Depositary's Agent and the Company may each rely on and shall each be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and any Depositary's Agent may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as Transfer Agent or Registrar of any of the securities of the Company and its affiliates, including, without limitation, the Common Stock as to which the Depositary, at the date hereof, is Transfer Agent and shall have no responsibility Registrar. Neither the Depositary nor any of the Depositary's Agents is a trustee for determining the accuracy thereof; (v) may rely on and benefit of holders of the Receipts. It is intended that neither the Depositary nor any Depositary's Agent shall be authorized deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and protected agreed that the Depositary and the Depositary's Agents are acting only in acting a ministerial capacity as Depositary for the Deposited Stock. Neither the Depositary (or failing to act upon the writtenits officers, telephonicdirectors, electronic and oral instructions, with respect to employees or agents) nor any matter relating Depositary's Agent makes any representation or has any responsibility as to the Depositary’s actions validity of the Registration Statement, the Deposited Stock, the Depositary Shares or any instruments referred to therein or herein, or as depositary covered by to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for (i) its representations in this Deposit Agreement and (or supplementing or qualifying any such actionsii) of officers of the Company; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect validity of any action taken, suffered taken or omitted required to be taken by the Depositary hereunder in accordance connection with this Deposit Agreement. Notwithstanding any other provisions herein or set forth in the advice Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of such counsel; (vii) shall not be called upon any Deposited Stock at any time deposited with the Depositary hereunder or of the Depositary Shares as to advise the value of the Depositary Shares, the Deposited Stock or Receipts or as to any person with respect right, title or interest of the record holders of the Receipts to the Depositary Shares or Receipts; (viii) Deposited Stock represented thereby. The Depositary shall not be liable accountable for the use or responsible for any recital or statement contained in any documents relating hereto or application by the Company of the Deposited Stock, the Depositary Shares or Receipts; and (ix) shall not be liable in Receipts or the proceeds of any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreementthereof. The obligations of Company agrees that it will register the Company Deposited Stock and the rights of the Depositary set forth Shares in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreementaccordance with applicable securities laws.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the Company. (i) . Neither the Depositary, any Depositary’s Agent, any Registrar nor the Company assumes any obligation or shall have no duties be subject to any liability under this Deposit Agreement or obligations any Receipt to holders of Receipts other than those from acts or omissions arising out of conduct constituting bad faith, negligence (in the case of any action or inaction with respect to the voting of the deposited Preferred Shares), gross negligence or willful misconduct in the performance of such duties as are specifically set forth herein (and no implied duties or obligations)in this Deposit Agreement. Neither the Depositary, or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless any Depositary’s Agent, any Registrar nor the Company shall have provided the necessary federal be under any obligation to appear in, prosecute or defend any action, suit or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable proceeding with respect thereto; (iii) shall not to the deposited Preferred Shares, Depositary Shares or Receipts that in its reasonable opinion may involve it in expense or liability unless indemnity reasonably satisfactory to it against all expense and liability be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in furnished as often as may be required. Neither the Depositary, any Depositary’s judgment subject Agent, any Registrar nor the Company shall be liable for any action or expose it to any expense or liability, the Depositary shall not be required failure to act unless by it shall have been furnished with an indemnity satisfactory in reliance upon the written advice of legal counsel or accountants, or information provided by any person presenting Preferred Shares for deposit, any holder of a Receipt or any other person believed by it in good faith to it; (iv) be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar and the Company may each rely on and shall each be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it in good faith to be genuine and to have been signed or presented by the proper party or parties. In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating entitled to the Depositary’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection indemnification set forth in respect of Section 5.6 hereof in connection with any action so taken, suffered or omitted by the . The Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in failure to carry out any documents relating hereto or instruction to vote any of the Depositary deposited Preferred Shares or Receipts; and (ix) shall for the manner or effect of any such vote made, as long as any such action or non-action is in good faith and does not be liable in any respect on account result from negligence or willful misconduct of the identityDepositary. The Depositary undertakes, authority or rights of the parties (other than with respect and any Registrar shall be required to the Depositary) executing or delivering or purporting undertake, to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar. The obligations Depositary, its parent, affiliate, or subsidiaries, any Depositary’s Agent, and any Registrar may own, buy, sell or deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the rights of Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary set forth in this Section 5.03 shall survive or the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent hereunder. The Depositary may also act as transfer agent or termination registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary nor any Depositary’s Agent shall be deemed to be an “issuer” of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary’s Agent are acting only in a ministerial capacity as Depositary for the deposited Preferred Shares; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit AgreementAgreement in its capacity as Depositary. The Company agrees that it will register the deposited Preferred Shares and the Depositary Shares if required by the applicable securities laws.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the Company. (i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties duties, including fiduciary duties, or obligations), or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make any payment hereunder unless the Company shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto, and shall have no obligation to spend or risk its own funds; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, facsimile transmission or other document or security delivered to the Depositary and believed by the Depositary to be genuine and to have been signed by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing omitting to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s its actions as depositary depositary, Transfer Agent or Registrar covered by this Deposit Agreement (or supplementing or qualifying any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and; (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement; (x) shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless the Depositary or such Responsible Officer was grossly negligent in ascertaining the pertinent facts; (xi) shall not be liable if any Receipt or a Depositary Share is held by or transferred to a Benefit Plan Investor; and (xii) shall not be liable in any respect for the acts or omissions of its agents, including DTC or of the Company. The obligations terms of the Company and the rights of the Depositary set forth in this Section 5.03 5.4 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreement. The Transfer Agent and Registrar and each other agent appointed hereunder shall be entitled to the same rights, protections, indemnities and immunities as the Depositary is entitled to pursuant to this Deposit Agreement.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Custodian and the Company. (i) Issuer. The Issuer assumes no obligation, nor shall have no duties it be subject to any liability under this Deposit Agreement to Owners or holders of Receipts, except that it agrees to perform its obligations other than those specifically set forth herein in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or holder of any Receipt (and no implied duties including, without limitation, liability with respect to the validity or obligationsworth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or as may subsequently bad faith. Neither the Depositary, nor the Issuer, nor any of their respective controlling persons, directors, officers, affiliates, employees or agents, shall be agreed to in writing by the parties; (ii) shall have no under any obligation to make payment hereunder unless the Company shall have provided the necessary federal appear in, prosecute or defend any action, suit or other immediately available funds proceeding in respect of any Deposited Securities or securities or propertyin respect of the Receipts, as the case which in its opinion may be, to pay involve it in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Depositary Custodian shall not be required under any obligation whatsoever with respect to act unless such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Issuer shall be liable for any action or nonaction by it shall have been furnished with an indemnity satisfactory in reliance upon the opinion, advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or Beneficial Owner or any other person believed by it in good faith to it; (iv) be competent to give such advice or information. The Depositary, its controlling persons, its agents, the Custodian, and the Issuer, its controlling persons and its agents may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission opinion or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties, . The Depositary and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) its agents shall not be liable or responsible for any recital acts or statement contained omissions made by a successor depositary whether in any documents relating hereto connection with a previous act or omission of the Depositary Shares or Receipts; and (ix) in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Securities or otherwise. The Depositary shall not be responsible for any respect on account failure to carry out any instructions to vote any of the identityDeposited Securities, authority or rights for the manner in which any such vote is cast, provided that any such action or nonaction is in good faith, or the effect of any such vote. In no event shall the Depositary or any of its directors, officers, employees, agents and/or affiliates, or any of them, be liable for any indirect, special, punitive or consequential damages for any breach of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver terms of this Deposit Agreement or otherwise. No disclaimer of liability under the Securities Act of 1933 is intended by any documents or papers deposited or called for under this Deposit Agreement. The obligations of the Company and the rights of the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination provision of this Deposit Agreement.

Obligations of the Depositary. THE DEPOSITARY'S AGENTS, THE REGISTRAR AND THE COMPANY. Neither the Depositary’s Agents, any Depositary's Agent, any Registrar nor the Company assumes any obligation or shall be subject to any liability under this Deposit Agreement or any Receipt to holders of Receipts other than from acts or omissions arising out of conduct constituting bad faith, negligence (in the case of any action or inaction with respect to the voting of the deposited Preferred Shares), gross negligence or willful misconduct in the performance of such duties as are specifically set forth in this Deposit Agreement. Neither the Depositary, any Depositary's Agent, any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding with respect to the deposited Preferred Shares, Depositary Shares or Receipts that in its reasonable opinion may involve it in expense or liability unless indemnity reasonably satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary, any Depositary's Agent, any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information provided by any person presenting Preferred Shares for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary's Agent, any Registrar and the Company. (i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as Company may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless the Company shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may each rely on and shall each be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it in good faith to be genuine and to have been signed or presented by the proper party or parties. In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall have no responsibility be entitled to the full indemnification set forth in Section 5.6 hereof in connection with any action so taken. The Depositary shall not be responsible for determining any failure to carry out any instruction to vote any of the accuracy thereof; (v) may rely on deposited Preferred Shares or for the manner or effect of any such vote made, as long as any such action or non-action is in good faith and does not result from negligence or willful misconduct of the Depositary. The Depositary undertakes, and any Registrar shall be authorized required to undertake, to perform such duties and protected only such duties as are specifically set forth in acting this Deposit Agreement, and no implied covenants or failing obligations shall be read into this Agreement against the Depositary or any Registrar. The Depositary, its parent, affiliate, or subsidiaries, any Depositary's Agent, and any Registrar may own, buy, sell or deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act upon as fully or as freely as if it were not the written, telephonic, electronic and oral instructions, with respect to any matter relating to Depositary or the Depositary’s actions 's Agent hereunder. The Depositary may also act as depositary covered by transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the deposited Preferred Shares; PROVIDED, HOWEVER, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement (or supplementing or qualifying any such actions) of officers of in its capacity as Depositary. The Company agrees that it will register the Company; (vi) may consult counsel satisfactory to it, deposited Preferred Shares and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder Shares in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of the Company and the rights of the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreementapplicable securities laws.

Obligations of the Depositary. the Depositary’s AgentsSubdepositaries, the Registrar Custodian and the Company. (i) . Neither the Depositary, any Subdepositary, the Custodian nor the Company assumes any obligation or shall have no duties or obligations be subject to any liability under this Deposit Agreement to holders of Receipts other than those that each of them agrees to use its best judgment and good faith in the performance of such obligations and duties as are specifically set forth herein (and no implied duties or obligations)in this Deposit Agreement. Neither the Depositary, or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless any Subdepositary nor the Company shall have provided the necessary federal be under any obligation to appear in, prosecute or defend any action, suit or other immediately available funds proceeding in respect of any Deposited Securities or securities or propertyin respect of the Receipts, as the case which in its opinion may be, to pay involve it in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required, and the Depositary Custodian shall not be required under any obligation whatsoever with respect to act unless such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary, any Subdepositary, the Custodian nor the Company shall be liable for any action or non-action by it shall have been furnished with an indemnity satisfactory in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to it; (iv) be competent to give such advice or information or for any translation of any notice, report or other document made by a translator believed by it to be competent. The Depositary, any 27 Subdepositary, the Custodian or the Company may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties, and shall have no responsibility for determining . Neither the accuracy thereof; (v) may rely on and Depositary nor the Custodian shall be authorized and protected in acting responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or failing to act upon for the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement (manner or supplementing or qualifying effect of any such actions) vote made, either with or without request, or for not exercising any right to vote, as long as any such action or non-action is in good faith. The Depositary, any Subdepositary or the Custodian may own and deal in any class of officers securities of the Company; (vi) Company and its affiliates and in Receipts. The Depositary in its discretion may consult counsel issue to securities dealers, brokers and banks, against undertakings to deposit Stock accompanied by collateral satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect having at all times a market value at least equal to the Depositary) executing or delivering or purporting to execute or deliver market price for the Stock, Receipts for which no Stock has been deposited hereunder. Any provision in this Deposit Agreement or the Receipts to the contrary notwithstanding, the Depositary shall be absolutely liable for any documents loss, damage, liability or papers deposited or called for under this Deposit Agreement. The obligations expense suffered by holders of Receipts, and shall indemnify and hold harmless the Company and the rights Custodian for any loss, damage, liability or expense, resulting from the issuance of the Depositary set forth in additional Receipts pursuant to this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreement5.03.

Obligations of the Depositary. the Depositary’s 's Agents, ------------------------------------------------------- the Registrar and the Company. (i) . Neither the Depositary nor any Depositary's ----------------------------- Agent nor any Registrar nor the Company shall have no duties be under any obligation to appear in, prosecute or obligations defend any action, suit or other proceeding with respect to the deposited PIERS, Depositary Shares or Receipts that in its opinion may involve it in expense or liability unless indemnity satisfactory to such party against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary's Agent nor the Company assumes any obligation or shall be under any liability under this Deposit Agreement to holders of Receipts other than those to use its best judgment and good faith in the performance of such duties as are specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing by this Deposit Agreement. Neither the parties; (ii) shall have no obligation to make payment hereunder unless Depositary nor any Depositary's Agent nor any Registrar nor the Company shall have provided the necessary federal be liable to any party hereto for any action or other immediately available funds or securities or property, as the case may be, any failure to pay in full amounts due and payable act by it with respect thereto; (iii) shall not to this Deposit Agreement in reliance upon the written advice of legal counsel or accountants, or information provided by any person presenting PIERS for deposit, any holder of a Receipt or any other person believed by it in good faith to be obligated competent to take give such information. The Depositary, any legal or other action hereunder; ifDepositary's Agent, however, any Registrar and the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) Company may each rely on and shall each be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties. In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall have no responsibility be entitled to the full indemnification set forth in Section 5.6 hereof in connection with any action so taken. The Depositary shall not be responsible for determining any failure to carry out any instruction to vote any of the accuracy thereof; (v) may rely on deposited PIERS or for the manner or effect of any such vote made, as long as any such action or non-action is in good faith and does not result from negligence or willful misconduct of the Depositary. The Depositary undertakes, and shall cause any Registrar to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement using its best efforts and in good faith. The parties hereto acknowledge that no implied covenants or obligations shall be authorized and protected in acting read into this Deposit Agreement against the Depositary or failing to act upon any Registrar or against the written, telephonic, electronic and oral instructions, Company with respect to the Depositary and any matter relating to Registrar. The Depositary will indemnify the Depositary’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying Company against any such actions) liability that may arise out of officers of the Company; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered acts performed or omitted by the Depositary hereunder or any Depositary's Agent due to its or their negligence or bad faith. The Depositary, its parent, affiliates, or subsidiaries, any Depositary's Agent, the Company (to the extent permitted by law) and any Registrar may own, buy, sell or deal in accordance any class of securities of the Company and its affiliates and in Receipts or Depositary Shares. The Depositary, its parent, affiliates or subsidiaries, and any Depositary's Agent may become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to the advice Company or its affiliates or otherwise act as fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder. The Depositary may also act as transfer agent or registrar of such counsel; any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the deposited PIERS; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (viior its officers, directors, employees or agents) shall not be called upon at nor any time Depositary's Agent makes any representation or has any responsibility as to advise any person with respect the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the deposited PIERS, the Depositary Shares, the Receipts (except its countersignature thereon) or Receipts; (viii) shall not be liable any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for any recital or statement contained its representations in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement and for the validity of any action taken or any documents or papers deposited or called for under required to be taken by the Depositary in connection with this Deposit Agreement. The obligations of Company agrees that it will register the Company deposited PIERS and the rights of Depositary Shares in accordance with the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreementapplicable securities laws.

Obligations of the Depositary. the Depositary’s 's Agents, ' the Registrar and the Company. (i) . Neither the Depositary, any Depositary's Agent, any Registrar nor the Company assumes any obligation or shall have no duties be subject to any liability under this Deposit Agreement or obligations any Receipt to holders of Receipts other than those from acts or omissions arising out of conduct constituting bad faith, negligence or willful misconduct in the performance of such duties as are specifically set forth herein (and no implied duties or obligations)in this Deposit Agreement. Neither the Depositary, or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless any Depositary's Agent, any Registrar nor the Company shall have provided the necessary federal be under any obligation to appear in, prosecute or defend any action, suit or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable proceeding with respect thereto; (iii) shall not be obligated to take any legal the deposited Preferred Stock, Depositary Shares or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might Receipts that in the Depositary’s judgment subject or expose its reasonable opinion may involve it to any in expense or liability, unless indemnity reasonably satisfactory to it against all expense and liability be furnished as often as may be reasonably required. Neither the Depositary Depositary, any Depositary's Agent, any Registrar nor the Company shall not be required liable for any action or any failure to act unless by it shall have been furnished with an indemnity satisfactory in reliance upon the written advice of legal counsel or accountants, or information provided by any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to it; (iv) be competent to give such information. The Depositary, any Depositary's Agent, any Registrar and the Company may each rely on and shall each be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it in good faith to be genuine and to have been signed or presented by the proper party or parties. In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall have no responsibility for determining be entitled to act on such claims, requests or instructions received from the accuracy thereof; (v) may rely on Company and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating entitled to the full indemnification set forth in Section 5.6 hereof in connection with any action so taken. The Depositary shall not be responsible for any failure to carry out any instruction to vote any of the deposited Preferred Stock or for the manner or effect of any such vote made, as long as any such action or non-action is in good faith and does not result from negligence or willful misconduct of the Depositary’s actions . The Depositary undertakes, and any Registrar shall be required to undertake, to perform such duties and only such duties as depositary covered by are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar. The Depositary, its parent, affiliates, or subsidiaries, any Depositary's Agent, and any Registrar may own, buy, sell or deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the deposited Preferred Stock; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or supplementing its officers, directors, employees or qualifying agents) nor any such actions) of officers Depositary's Agent makes any representation or has any responsibility as to the validity of the Company; registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the deposited Preferred Stock, the Depositary Shares, the Receipts (viexcept its signature or countersignature thereon) may consult counsel satisfactory or any instruments referred to itherein or therein, or as to the correctness of any statement made herein or therein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement and for the advice of such counsel shall be full and complete authorization and protection in respect validity of any action taken, suffered taken or omitted required to be taken by the Depositary hereunder in accordance connection with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of Company agrees that it will register the Company deposited Preferred Stock and the rights of Depositary Shares in accordance with the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreementapplicable securities laws.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Custodian and the Company. (i) . Each of the Company and its agents assumes no obligation nor shall have no duties it be subject to any liability under this Deposit Agreement or the GDRs to Holders, Beneficial Owners or other persons, except that each of the Company and its agents agrees to perform its obligations other than those specifically set forth in this Deposit Agreement without negligence or bad faith. Each of the Depositary and its agents assumes no obligation nor shall it be subject to any liability under this Deposit Agreement or the GDRs to Holders, Beneficial Owners or other persons (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that each of the Depositary and its agents agrees to perform its duties specifically set forth in this Deposit Agreement without negligence or bad faith. The Depositary shall not be subject to any liability under this Deposit Agreement to the Company or the Holders or Beneficial Owners for failure to perform any duties set forth herein (if the performance of such duties will cause, or is likely to cause, in the reasonable, good faith judgment of the Depositary, a violation of the laws or regulations of Korea. The Depositary and the Company undertake to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied duties covenants or obligations), obligations shall be read into this Deposit Agreement against the Depositary or the Company. The Depositary undertakes not to issue any GDSs other than GDSs representing Deposited Securities then on deposit with the Custodian except as may subsequently be agreed specifically permitted under this Deposit Agreement. The Depositary also undertakes not to in writing lend Deposited Securities held by it as Depositary. Neither the parties; (ii) shall have no obligation to make payment hereunder unless Depositary nor the Company shall have provided the necessary federal be under any obligation to appear in, prosecute or defend any action, suit or other immediately available funds proceeding in respect of any Deposited Securities or securities or propertyin respect of the GDRs, as the case which in its opinion may be, to pay involve it in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; it against all expense (ivincluding fees and disbursements of counsel) and liability be furnished as often as may be required, and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Company shall be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder or Beneficial Owner of a GDR, or any other person believed by it in good faith to be competent to give such advice or information. Each of the Depositary, its agents, any Custodian and the Company may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, and shall have no responsibility or for determining the accuracy thereof; (v) may rely on and shall be authorized and protected manner in acting which any vote is cast or failing to act upon the writteneffect of any vote, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying provided that any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, action or omission is in good faith and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder in accordance with the advice terms of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations No disclaimer of liability under the Company and the rights of the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of Securities Act is intended by any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination provision of this Deposit Agreement.

Obligations of the Depositary. THE DEPOSITARY'S AGENTS, THE REGISTRAR AND THE COMPANY. The Company assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other persons, except to perform its obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or bad faith. Each of the Depositary’s Agents, the Depositary's Agents and the Registrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or willful misconduct. Neither the Depositary nor any Depositary's Agent nor the Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary's Agent, the Registrar and the Company. (i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as Company may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless the Company shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may each rely on and shall each be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties. The Depositary, the Registrar and shall have no responsibility for determining any Depositary's Agent may own and deal in any class of securities of the accuracy thereof; (v) Company and its affiliates and in Receipts or Depositary Shares. The Depositary may rely on also act as transfer agent or Registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent nor the Registrar shall be authorized deemed to be an "issuer" of the Stock, the Depositary Shares, or the Receipts or other securities issued upon conversion, exchange or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and protected agreed that the Depositary and any Depositary's Agent and the Registrar are acting only in acting a ministerial capacity; provided, however, that the Depositary and any Depositary's Agent agree to comply with all information reporting and withholding requirements applicable to each of them under law or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement in their capacity as such. Neither the Depositary (or supplementing its officers, directors, employees or qualifying agents) nor any such actions) of officers Depositary's Agent nor the Registrar makes any representation or has any responsibility as to the validity of the Company; (vi) may consult counsel satisfactory registration statement pursuant to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by which the Depositary hereunder in accordance with Shares are registered under the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to Securities Act, the Stock, the Depositary Shares or Receipts; (viii) shall not be liable any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for any recital or statement contained its representations in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company and the rights of the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of [__________], with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes, and when executed and delivered, each Receipt will constitute, a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of its proceeds from the Depositary Shares or the Receipts.

Obligations of the Depositary. the ---------------------------------- Depositary’s 's Agents, the Registrar and the Company. (i) . None of -------------------------------------------------- the Depositary, the Depositary's Agents and the Registrars shall have no duties be under any obligation to appear in, prosecute or obligations defend any action, suit or other proceeding in respect of the Stock, the Depositary Shares or the Receipts that in its opinion may involve it in expense or liability unless indemnity satisfactory to such party against all such expense and liability be furnished as often as may be required. None of the Depositary, the Depositary's Agents, the Registrars and the Company assumes any obligation or shall be subject to any liability under this Deposit Agreement to holders of Receipts other than those to use its best judgment and good faith in the performance of such duties as are specifically set forth herein (and no implied duties in this Deposit Agreement, nor shall any such person be liable to any party hereto for any action or obligations)any failure to act by it with respect to this Deposit Agreement in reliance upon the written advice of legal counsel or accountants, or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless information from any person presenting Stock for deposit or any holder of a Receipt. The Depositary, any Depositary's Agent, any Registrar and the Company shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may each rely on and shall each be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties. The Depositary undertakes, and shall have no responsibility for determining the accuracy thereof; (v) may rely on cause any Registrar to undertake, to perform such duties and shall be authorized and protected only such duties as are specifically set forth in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement (using its best efforts and in good faith. The parties hereto acknowledge that no implied covenants or supplementing or qualifying any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, and the advice of such counsel obligations shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by read into this Deposit Agreement against the Depositary hereunder in accordance with or any Registrar or against the advice of such counsel; (vii) shall not be called upon at any time to advise any person Company with respect to the Depositary Shares and any Registrar. The Depositary, its affiliates or Receipts; subsidiaries, the Depositary's Agents, the Registrars and the Company (viiito the extent permitted by law) shall not be liable may own, buy, sell or responsible for any recital or statement contained deal in any documents relating class of securities of the Company and its affiliates and in Receipts or Depositary Shares. The Depositary, its affiliates or subsidiaries, the Depositary's Agents and the Registrars may become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to the Company or its affiliates or otherwise act as fully or as freely as if it were not the Depositary, the Depositary's Agent or the Registrar hereunder. The Depositary may also act as trustee, transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. The parties hereto intend that none of the Depositary, the Depositary's Agents and the Registrars, acting as the Depositary Agent or Registrar, as the case may be, shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary, the Depositary's Agents and the Registrars are acting only in a ministerial capacity as Depositary or Registrar for the Stock. None of the Depositary (and its officers, directors, employees and agents), the Depositary's Agents and the Registrars makes any representation or has any responsibility as to the validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the Stock, the Depositary Shares, the Receipts (except its counter signature thereon) or any instruments referred to therein or herein, or as to the correctness of any statement made therein, except as to the number of Depositary Shares represented by such Receipts. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares or Receipts; and (ix) as to the value of the Depositary Shares. The Depositary shall not be liable in any respect on account of accountable for the identity, authority use or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of application by the Company and the rights of the Depositary set forth in this Section 5.03 shall survive Shares or the replacement, removal Receipts or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreementthe proceeds thereof.

Obligations of the Depositary. the Depositary’s Agents, the Registrar 's Agents and the Company. (i) . Neither the Depositary nor any Depositary's Agent nor the Company assumes any obligation or shall have no duties be subject to any liability under this Deposit Agreement or obligations any Receipt to holders of Receipts other than those that each of them agrees to use good faith in the performance of such duties as are specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing by this Deposit Agreement. Neither the parties; (ii) shall have no obligation to make payment hereunder unless Depositary nor any Depositary's Agent nor the Company shall have provided the necessary federal be under any obligation to appear in, prosecute or defend any action, suit or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable proceeding with respect thereto; (iii) shall not be obligated to take any legal Stock, Depositary Shares, Receipts or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might Common Stock that in the Depositary’s judgment subject or expose its opinion may involve it to any in expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary's Agent nor the Company shall be liable for any action or any failure to act by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary's Agent and the Company may each rely on and shall each be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties. The Depositary, its parent, affiliate or subsidiaries and shall have no responsibility any Depositary's Agent may own, buy, sell or deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for determining the accuracy thereof; (v) may rely on and Company or its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be authorized deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and protected agreed that the Depositary and any Depositary's Agent are acting only in acting a ministerial capacity as Depositary for the Stock. The Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or supplementing its officers, directors, employees or qualifying agents) nor any such actions) of officers Depositary's Agent makes any representation or has any responsibility as to the validity of the Company; (vi) may consult counsel satisfactory Registration Statement pursuant to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by which the Depositary hereunder in accordance with Shares are registered under the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to Securities Act, the Stock, the Depositary Shares or Receipts; the Receipts (viii) shall not be liable except its countersignature thereon), or any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement. Except for the Depositary's certification of registered ownership, the Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company with respect to certain provisions of this Deposit Agreement. Notwithstanding any recital other provision herein or statement contained in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any documents relating hereto Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or Receipts; and (ix) shall not be liable in as to any respect on account right, title or interest of the identityrecord holders of Receipts in and to the Depositary Shares, except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of ______________ , with full power, authority or rights of and legal right under such law to execute, deliver and carry out the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of the Company and the rights of the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of the Depositary Shares or the Receipts or the proceeds thereof.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Custodian and the Company. (i) Issuer. ------------------------------------------------------------ The Issuer assumes no obligation nor shall have no duties it be subject to any liability under this Deposit Agreement to Owners or holders of Receipts, except that it agrees to perform its obligations other than those specifically set forth herein in this Deposit Agreement without negligence or bad faith. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or holder of any Receipt (and no implied duties including, without limitation, liability with respect to the validity or obligationsworth of the Deposited Securities), except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or as may subsequently bad faith. Neither the Depositary nor the Issuer shall be agreed to in writing by the parties; (ii) shall have no under any obligation to make payment hereunder unless the Company shall have provided the necessary federal appear in, prosecute or defend any action, suit or other immediately available funds proceeding in respect of any Deposited Securities or securities or propertyin respect of the Receipts, as the case which in its reasonable opinion may be, to pay involve it in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Depositary Custodian shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may rely on and shall be authorized and protected in acting or failing to act upon under any certificate, instrument, opinion, notice, letter, facsimile transmission or other document or security delivered to the Depositary and believed by the Depositary to be genuine and to have been signed by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, obligation whatsoever with respect to any matter relating such proceedings, the responsibility of the Custodian being solely to the Depositary’s actions as depositary covered . Neither the Depositary nor the Issuer shall be liable for any action or nonaction by this Deposit Agreement (or supplementing or qualifying any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, and it in reliance upon the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder in accordance with the advice of such information from legal counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of the Company and the rights of the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreement.,

Obligations of the Depositary. the Depositary’s Agents, the Registrar Registrar, the Calculation Agent, the Transfer Agent and the Company. (i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless the Company shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary such party determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s such party's judgment subject or expose it to any expense or liability, the Depositary such party shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, facsimile transmission or other document or security delivered to the Depositary Depositary, the Depositary’s Agent, Transfer Agent, Calculation Agent or Registrar and believed by the Depositary such party to be genuine and to have been signed by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositarysuch party’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) ), of officers of the Company; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary such party hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of the Company and the rights of the Depositary Depositary, the Depositary’s Agent, Transfer Agent, Calculation Agent or Registrar set forth in this Section ‎Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Calculation Agent, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreement.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Custodian and the Company. Issuer. ------------------------------------------------------------ The Issuer and its directors, employees, agents and controlling persons (ias defined under the Securities Act of 1933) assume no obligation nor shall have no duties they be subject to any liability under this Deposit Agreement to Owners or holders of Receipts, except that the Issuer agrees to perform its obligations other than those specifically set forth herein in this Deposit Agreement without negligence or bad faith. The Depositary and its directors, employees, agents and controlling persons (and as defined under the Securities Act of 1933) assume no implied duties obligation nor shall they be subject to any liability under this Deposit Agreement to any Owner or obligationsholder of any Receipt (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith. Neither the Depositary nor the Issuer nor any of their directors, employees, agents and controlling persons (as may subsequently be agreed to in writing by defined under the parties; (iiSecurities Act of 1933) shall have no be under any obligation to make payment hereunder unless the Company shall have provided the necessary federal appear in, prosecute or defend any action, suit or other immediately available funds proceeding in respect of any Deposited Securities or securities or propertyin respect of the Receipts, as the case which in their opinions may be, to pay involve them in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, unless indemnity satisfactory to them against all expense and liability shall be furnished as often as may be required, and the Depositary Custodian shall not be required under any obligation whatsoever with respect to act unless such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Issuer nor any of their directors, employees, agents and controlling persons (as defined under the Securities Act of 1933) shall be liable for any action or nonaction by them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it shall have been furnished with an indemnity satisfactory in good faith to it; be competent to give such advice or information. Each of the Depositary, the Issuer and their respective directors, employees, agents and controlling persons (ivas defined under the Securities Act of 1933) may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary such person to be genuine and to have been signed or presented by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the . The Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital acts or statement contained omissions made by a successor depositary whether in any documents relating hereto connection with a previous act or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of the Company and the rights omission of the Depositary set forth or in this Section 5.03 shall survive connection with any matter arising wholly after the replacement, removal or resignation of any the Depositary, Registrarprovided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, Transfer Agent or Depositary’s Agent for the manner in which any such vote is cast or termination the effect of any such vote, provided that any such action or omission to act is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. (i) . Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company assumes any obligation or shall have no duties or obligations be subject to any liability under this Deposit Agreement to holders of Receipts other than those that each of them agrees to use good faith in the performance of such duties as are specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing by this Deposit Agreement. Neither the parties; (ii) shall have no obligation to make payment hereunder unless Depositary nor any Depositary's Agent nor any Registrar nor the Company shall have be under any obligation to take action hereunder pursuant to instructions of holders of Receipts (except as otherwise expressly provided the necessary federal herein) or to appear in, prosecute or defend any action, suit or other immediately available funds or securities or property, as proceeding in respect of the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, howeverPreferred Stock, the Receipts or the Depositary determines to take any legal or other action hereunderShares, and, where the taking of such action might which in the Depositary’s judgment subject or expose its opinion may involve it to any in expense or liability, unless indemnity satisfactory to it against all expense (including reasonable attorneys' fees) and liability be furnished as often as may be required. Except as may otherwise be expressly provided herein, the Depositary shall not have no duty to make any determination with respect to the Preferred Stock or the correctness of the amount of any dividend paid on the Preferred Stock. Except as may otherwise be required to act unless it expressly provided herein, the Depositary shall have been furnished no duty to inform the holders of Depositary Shares of any rights that such holders may have with an indemnity satisfactory respect to it; (iv) the Preferred Stock other than the duty to distribute notices from the Company. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be liable for any action or inaction by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary's Agent, any Registrar or the Company may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected . Notwithstanding anything in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating this Agreement to the contrary, in no event shall the Depositary’s actions as depositary covered by , the Depositary's Agents, any Registrar or the Company be liable for any indirect, special or consequential loss or damage (including, but not limited to, loss of profits) arising from acts or omissions committed in connection with the performance of this Deposit Agreement (or supplementing or qualifying any such actions) of officers Agreement, it being the understanding of the Company; (vi) may consult counsel satisfactory to itparties that Depositary's liability hereunder shall not extend beyond direct, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the general contract damages. The Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at responsible for any time failure to advise carry out any person with respect instructions to vote any of the shares of Preferred Stock or for the manner or effect of any such vote made, as long as any such action or inaction is in good faith. The Depositary Shares or Receipts; (viii) and its agents shall not be liable or responsible to the Company for any recital acts or statement contained omissions committed in any documents relating hereto or connection with the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than performance with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement except for acts or any documents omissions committed by it or papers deposited its agents out of gross negligence, willful misconduct or called for under this Deposit Agreementbad faith. The obligations Depositary, the Depositary's Agents and any Registrar may own and deal in any class of securities of the Company and the rights its affiliates and in Receipts. The Depositary may also be a depositary of the Depositary set forth in this Section 5.03 shall survive Company and its affiliates for any purpose, may loan money to the replacementCompany and its affiliates, removal may act as trustee, transfer agent or resignation registrar of any Depositary, Registrar, Transfer Agent of the securities of the Company and its affiliates and may engage in any other business with or Depositary’s Agent or termination of this Deposit Agreementfor the Company and its affiliates.

Obligations of the Depositary. the Depositary’s 's Agents, the any Registrar and the Company. (i) . Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company assumes any obligation or shall have no duties or obligations be subject to any liability under this Deposit Agreement to holders of Depositary Shares other than those specifically set forth herein (and no implied duties for such person's own gross negligence or obligations), or as may subsequently be agreed to in writing by willful misconduct. Neither the parties; (ii) shall have no obligation to make payment hereunder unless Depositary nor any Depositary's Agent nor any Registrar nor the Company shall have provided the necessary federal be under any obligation to appear in, prosecute or defend any action, suit or other immediately available funds or securities or property, as proceeding in respect of the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, howeverStock, the Depositary determines to take any legal Shares or other action hereunder, and, where the taking of such action might Receipts that in the Depositary’s judgment subject or expose its opinion may involve it to any in expense or liability, the Depositary shall not be required to act liability unless it shall have been furnished with an indemnity satisfactory to it; (iv) it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be liable for any action or failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Stock for deposit, any holder of a Depositary Share or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary's Agent, any Registrar and the Company may each rely on and shall each be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties. The Depositary undertakes, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and any Registrar shall be authorized required to undertake, to perform such duties and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions only such duties as depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of the Company and the rights of the Depositary are specifically set forth in this Section 5.03 Deposit Agreement, and no Anything herein to the contrary notwithstanding, in no event shall survive the replacementDepositary be liable for special, removal indirect or resignation consequential loss or damage of any Depositarykind whatsoever (including but not limited to lost profits), Registrar, Transfer Agent even if the Depositary has been advised of the likelihood of such loss or Depositary’s Agent or termination damage and regardless of this Deposit Agreementthe form of action.

Obligations of the Depositary. THE DEPOSITARY'S AGENTS, THE REGISTRAR AND THE COMPANY. The Company assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other persons, except to perform its obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or bad faith. Each of the Depositary’s Agents, the Depositary's Agents and the Registrar assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or willful misconduct. Neither the Depositary nor any Depositary's Agent nor the Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary's Agent, the Registrar and the Company. (i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as Company may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless the Company shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may each rely on and shall each be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties. The Depositary, the Registrar and shall have no responsibility for determining any Depositary's Agent may own and deal in any class of securities of the accuracy thereof; (v) Company and its affiliates and in Receipts or Depositary Shares. The Depositary may rely on also act as transfer agent or Registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent nor the Registrar shall be authorized deemed to be an "issuer" of the Stock, the Depositary Shares, or the Receipts or other securities issued upon conversion, exchange or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and protected agreed that the Depositary and any Depositary's Agent and the Registrar are acting only in acting a ministerial capacity; provided, however, that the Depositary and any Depositary's Agent agree to comply with all information reporting and withholding requirements applicable to each of them under law or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement in their capacity as such. Neither the Depositary (or supplementing its officers, directors, employees or qualifying agents) nor any such actions) of officers Depositary's Agent nor the Registrar makes any representation or has any responsibility as to the validity of the Company; (vi) may consult counsel satisfactory registration statement pursuant to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by which the Depositary hereunder in accordance with Shares are registered under the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to Securities Act, the Stock, the Depositary Shares or Receipts; (viii) shall not be liable any instruments referred to therein or responsible for any recital herein, or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect as to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of the Company and the rights of the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation correctness of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreement.statement made therein

Obligations of the Depositary. the Depositary’s Agents, the Registrar, Transfer Agent and the Corporation. The Corporation does not assume any obligation and shall not be subject to any liability under this Deposit Agreement or any Receipt to holders of Receipts other than for its gross negligence, willful misconduct or bad faith (each as determined by a final non-appealable judgment of a court of competent jurisdiction). Neither the Depositary nor any Depositary’s Agent nor any Registrar or Transfer Agent, as the case may be, assumes any obligation or shall be subject to any liability under this Deposit Agreement or the Receipts to Holders of Receipts, the Corporation or to any other Person other than for its gross negligence, willful misconduct, or bad faith (each as determined by a final non-appealable judgment of a court of competent jurisdiction). Notwithstanding anything in this Deposit Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar nor any Transfer Agent nor the Corporation, as the case may be, shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if they have been advised of the likelihood of such loss or damage and regardless of the form of action. Any liability of the Depositary, any Depositary’s Agent or the Registrar or Transfer Agent, as the case may be, under this Deposit Agreement will be limited in the aggregate to an amount equal to the fees paid by the Corporation to the Depositary pursuant to this Deposit Agreement during the twelve (12) months immediately preceding the event for which recovery from the Depositary, but not including reimbursable expenses; provided, however, that in the event that such liability arises as a result of bad faith, willful misconduct or fraud by the Depositary (each as determined by a final non-appealable judgment of a court of competent jurisdiction), any of the Depositary’s Agents (except for such Depositary’s Agents which are not employees of the Depositary), any Registrar or any Transfer Agent, as the case may be, through fraud or willful misconduct on the part of such Depositary, agent, Registrar or Transfer Agent, as the case may be (each as determined by a final non-appealable judgment of a court of competent jurisdiction), such limit shall not apply and such liability hereunder shall be instead limited to the amount of such misappropriated funds or the liability resulting from such bad faith, willful misconduct or fraud. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor any Transfer Agent nor the Corporation (without limiting any of the rights and protections of the Depositary, any Depositary’s Agent, any Registrar or any Transfer Agent or the duties and obligations of the Corporation with respect to such parties), as the case may be, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor any Transfer Agent nor the Corporation, as the case may be, shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any Person presenting the shares of the Preferred Stock for deposit, any Holder of a Receipt or any other Person believed by it in the absence of bad faith, gross negligence, or willful misconduct (each as determined by a final non-appealable judgment of a court of competent jurisdiction) to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar, any Transfer Agent and the Corporation, as the case may be, may each rely and shall each be protected in respect of any action taken, suffered or omitted to be taken by it upon any written notice, request, direction or other document believed by it in the absence of bad faith, gross negligence, or willful misconduct (each as determined by a final non-appealable judgment of a court of competent jurisdiction), to be genuine and to have been signed or presented by the proper party or parties. The Depositary, the Depositary’s Agents, any Transfer Agent or Registrar, as the case may be, shall not be responsible for any failure to carry out any instruction to vote any of the shares of the Preferred Stock or for the manner or effect of any such vote made, as long as any such action or non-action is not taken in bad faith, willful misconduct or gross negligence (each as determined by a final non-appealable judgment of a court of competent jurisdiction). The Depositary undertakes, and any Depositary’s Agent, Registrar and any Transfer Agent, as the Company.case may be, shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary, any Depositary’s Agent, Registrar or any Transfer Agent. The Depositary, its parent, Affiliates, or subsidiaries, any Depositary’s Agents, and any Transfer Agent and any Registrar, as the case may be, may own and deal in any class of securities of the Corporation and its Affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Corporation or its Affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary, the parent, Affiliate or subsidiary of the Depositary or the Depositary’s Agent or Transfer Agent or Registrar hereunder. The Depositary may also act as transfer agent, trustee or registrar of any of the securities of the Corporation and its Affiliates or act in any other capacity for the Corporation or its Affiliates. The Depositary shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Deposit Agreement or of the Receipts, the Depositary Shares or the Preferred Stock nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Corporation and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments. In the event the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar, as the case may be, believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar hereunder, or in the administration of any of the provisions of this Deposit Agreement, the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar may, in its sole discretion upon providing written notice to the Corporation, refrain from taking any action and the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar shall be fully protected and shall not be liable in any way to the Corporation, any Holders of Receipts or any other Person for refraining from taking such action, unless the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar receives written instructions or a certificate of the Corporation which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar or which proves or establishes the applicable matter to the satisfaction of the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar. Such written instructions shall be full and complete authorization to the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar, as the case may be, and the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar shall incur no liability for or in respect of any action taken, suffered or omitted by it under the provisions of this Deposit Agreement in reliance upon such written instructions. In the event the Depositary, the Depositary’s Agent, the Registrar or the Transfer Agent, as the case may be, shall receive conflicting claims, requests or instructions from any Holders of Receipts, on the one hand, and the Corporation, on the other hand, the Depositary, the Depositary’s Agent, the Registrar or the Transfer Agent, as the case may be, shall be entitled to act on such claims, requests or instructions received from the Corporation, and shall incur no liability and shall be entitled to the full indemnification set forth in Section 5.6 hereof in connection with any action so taken. It is intended that the Depositary shall not be deemed to be an “issuer” of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary is acting only in a ministerial capacity as Depositary for the deposited Preferred Stock. The Depositary will not be under any duty or responsibility to ensure compliance with any applicable federal or state securities laws in connection with the issuance, transfer or exchange of the Receipts, the shares of Preferred Stock or Depositary Shares. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity or genuineness of the Preferred Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement (except as to due authorization and due execution by the Depositary), as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares; nor shall the Depositary be liable or responsible for any failure of the Corporation to comply with any of its obligations relating to any registration statement filed with the U.S. Securities and Exchange Commission, including without limitation obligations under applicable regulation or law. The Depositary shall not be accountable for the use or application by the Corporation of the Depositary Shares or the Receipts or the proceeds thereof. Neither the Depositary (or its officers, directors, employees or agents), any Depositary’s Agent nor any Registrar or any Transfer Agent makes any representation or has any responsibility as to the validity of any registration statement pursuant to which the Depositary Shares may be registered under the Securities Act, the deposited Preferred Stock, the Depositary Shares, the Receipts (except its countersignature thereon) or any instruments referred to therein or herein, or as to the correctness of any statement made in any such registration statement or herein. The Depositary may rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing; or (b) any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter have been altered, changed, amended or repealed. The Depositary may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Depositary shall not be answerable or accountable for any act, omission, default, neglect or misconduct of any such attorneys or agents or for any loss to the Corporation, to the holders of the Receipts or any other Person resulting from any such act, omission, default, neglect or misconduct, absent gross negligence or bad faith in the selection and continued employment thereof (which gross negligence or bad faith must be determined by a final, non appealable judgment of a court of competent jurisdiction). The Depositary, any Depositary’s Agent, any Transfer Agent, any Registrar, any dividend disbursing agent or redemption agent hereunder: (i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless the Company Corporation shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary it determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s its judgment subject or expose it to any expense or liability, the Depositary it shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, facsimile transmission or other document or security delivered to the Depositary it and believed by the Depositary it to be genuine and to have been signed by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing omitting to act upon the written, telephonic, electronic and oral instructionsinstructions given in accordance with this Deposit Agreement, with respect to any matter relating to the Depositary’s its actions as depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) ), of officers of the CompanyCorporation; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person Person with respect to the Preferred Stock, Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ixvii) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or to the Preferred Stock, the Depositary Shares or Receipts (except its countersignature hereof and thereof); (ix) shall not be liable for any delays of failure in performance resulting from acts beyond its control including shortage of supply, breakdowns or malfunctions, interruptions or malfunctions of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, or labor difficulties; and (x) shall not be required to take notice or be deemed to have notice of any event or condition hereunder, including any event or condition that may require action by any such Person, unless such Person shall be specifically notified in writing of such event or condition by the Corporation, and all notices or other instruments required by this Deposit Agreement to be delivered to the such Persons must, in order to be effective, shall be given in accordance with Section 7.4 hereof, and in the absence of such notice so delivered, such Persons may conclusively assume no such event or condition exists. The obligations terms of the Company and the rights of the Depositary set forth in this Section 5.03 5.3 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreement.

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. (i) . The Company assumes no obligation and shall have be subject to no duties liability under this Deposit Agreement or the Receipts to holders or other persons, except to perform its obligations other than those as are specifically set forth herein (and no implied duties undertaken by it to perform in this Deposit Agreement without negligence or obligations)bad faith. Each of the Depositary, or as may subsequently be agreed to in writing by the parties; (ii) shall have Depositary's Agents and the Registrar assumes no obligation and shall be subject to make payment hereunder unless no liability under this Deposit Agreement or the Receipts to holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or willful misconduct. Neither the Depositary nor any Depositary's Agent nor the Registrar nor the Company shall have provided be liable for any action or any failure to act by it in reliance upon the necessary federal advice of or information from legal counsel, accountants, any person presenting Stock for deposit, any holder of a Receipt or any other immediately available funds person believed by it in good faith to be competent to give such advice or securities or propertyinformation. The Depositary, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, howeverDepositary's Agent, the Depositary determines to take any legal or other action hereunder, and, where Registrar and the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) Company may each rely on and shall each be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties. The Depositary, the Registrar and shall have no responsibility for determining any Depositary's Agent may own and deal in any class of securities of the accuracy thereof; (v) Company and its affiliates and in Receipts or Depositary Shares. The Depositary may rely on also act as transfer agent or Registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent nor the Registrar shall be authorized deemed to be an "issuer" of the Stock, the Depositary Shares, or the Receipts or other securities issued upon conversion, exchange or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and protected agreed that the Depositary and any Depositary's Agent and the Registrar are acting only in acting a ministerial capacity; provided, however, that the Depositary and any Depositary's Agent agree to comply with all information reporting and withholding requirements applicable to each of them under law or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement in their capacity as such. Neither the Depositary (or supplementing its officers, directors, employees or qualifying agents) nor any such actions) of officers Depositary's Agent nor the Registrar makes any representation or has any responsibility as to the validity of the Company; (vi) may consult counsel satisfactory registration statement pursuant to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by which the Depositary hereunder in accordance with Shares are registered under the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to Securities Act, the Stock, the Depositary Shares or Receipts; (viii) shall not be liable any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for any recital or statement contained its representations in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company and the rights of the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of , with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes, and when executed and delivered, each Receipt will constitute, a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of its proceeds from the Depositary Shares or the Receipts.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the CompanyCorporation. (i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless the Company Corporation shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary Depositary, any Depositary’s Agent, the Transfer Agent, the Registrar, Redemption Agent, or Dividend Disbursing Agent determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositarysuch Person’s reasonable judgment subject or expose it to any expense or liability, the Depositary it shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may rely on and shall be authorized and protected in acting or failing omitting to act upon any certificate, instrument, opinion, notice, letter, facsimile transmission or other document or security delivered to the Depositary it and believed by the Depositary it to be genuine and to have been signed by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing omitting to act upon the written, telephonic, electronic and oral instructionsinstructions given in accordance with this Deposit Agreement, with respect to any matter relating to the Depositary’s its actions as depositary Depositary, Transfer Agent or Registrar covered by this Deposit Agreement (or supplementing or qualifying any such actions) ), of officers of the CompanyCorporation; (vi) may consult counsel satisfactory to itit (who may be an employee of the Depositary or the Registrar or counsel to the Corporation), and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by the Depositary it hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person Person with respect to the Series A Preferred Stock, Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or to the Series A Preferred Stock, the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of the Company Corporation and the rights of the Depositary Depositary, the Depositary’s Agent, Transfer Agent, Registrar, Redemption Agent or Dividend Disbursing Agent set forth in this Section 5.03 5.3 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent, Depositary’s Agent, Redemption Agent or Depositary’s Dividend Disbursing Agent or termination of this Deposit Agreement.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Custodian and the Company. (i) Issuer. The Issuer assumes no obligation nor shall have no duties it be subject to any liability under this Deposit Agreement to any Owner or holder of any Receipt, except that it agrees to perform its obligations other than those specifically set forth herein in this Deposit Agreement without negligence and to act in good faith in the performance of such duties. The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or holder of any Receipt (and no implied duties including, without limitation, liability with respect to the validity or obligationsworth of the Deposited Securities), or as may subsequently except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence and to act in good faith in the performance of such duties. Neither the Depositary nor the Issuer shall be agreed to in writing by the parties; (ii) shall have no under any obligation to make payment hereunder unless the Company shall have provided the necessary federal appear in, prosecute or defend any action, suit or other immediately available funds proceeding in respect of any Deposited Security or securities or propertyin respect of the Receipts, as the case which in its opinion may be, to pay involve it in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, unless indemnity satisfactory to it against all expense and liability shall be furnished as often as may be required, and the Depositary Custodian shall not be required under any obligation whatsoever with respect to act unless it shall have been furnished with an indemnity satisfactory such proceedings, the responsibility of the Custodian being solely to it; (iv) may rely on and the Depositary. Neither the Depositary nor the Issuer shall be authorized and protected liable for any action or nonaction by it in acting reliance upon the advice of or failing information from legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to act be competent to give such advice or information including, but not limited to, any such action or nonaction based upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the . The Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital acts or statement contained omissions made by a successor depositary whether in any documents relating hereto connection with a previous act or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of the Company and the rights omission of the Depositary set forth or in this Section 5.03 shall survive connection with any matter arising wholly after the replacement, removal or resignation of any the Depositary, Registrarprovided that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence or bad faith while it acted as Depositary. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, Transfer Agent or Depositary’s Agent for the manner in which any such vote is cast or termination the effect of any such vote, provided that any such action or nonaction is in good faith. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the Company. (i) . Each of the Depositary, any Depositary’s Agent and any Registrar shall have no duties at all times act in good faith and shall use its best efforts within reasonable time limits to insure the accuracy of all services performed pursuant to this Agreement. None of the Depositary, any Depositary’s Agent, any Registrar or obligations the Company assumes any obligation or shall be subject to any liability under this Deposit Agreement or any Receipt to holders of Receipts other than those from acts or omissions arising out of conduct constituting bad faith, gross negligence or willful misconduct in the performance of such duties as are specifically set forth herein (and no implied duties in this Deposit Agreement. None of the Depositary, any Depositary’s Agent, any Registrar or obligations), or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless the Company shall have provided the necessary federal be under any obligation to appear in, prosecute or defend any action, suit or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable proceeding with respect thereto; (iii) shall not be obligated to take any legal the deposited Preferred Shares, Depositary Shares or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might Receipts that in the Depositary’s judgment subject or expose its reasonable opinion may involve it to any in expense or liability, unless indemnity reasonably satisfactory to it against all expense and liability be furnished as often as may be required. None of the Depositary Depositary, any Depositary’s Agent, any Registrar or the Company shall not be required liable for any action or any failure to act unless by it shall have been furnished with an indemnity satisfactory in reliance upon the written advice of legal counsel or accountants, or information provided by any person presenting Preferred Shares for deposit, any holder of a Receipt or any other person believed by it in good faith to it; (iv) be competent to give such advice or information. The Depositary, any Depositary’s Agent, any Registrar and the Company may each rely on and shall each be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it in good faith to be genuine and to have been signed or presented by the proper party or partiespanics. In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall have no responsibility be entitled to the full indemnification set forth in Section 5.06 hereof in connection with any action so taken. The Depositary shall not be responsible for determining any failure to carry out any instruction to vote any of the accuracy thereof; (v) may rely on deposited Preferred Shares or for the manner or effect of any such vote made, as long as any such action or non-action is in good faith and does not result from negligence or willful misconduct of the Depositary. The Depositary undertakes, and any Registrar shall be authorized required to undertake, to perform such duties and protected only such duties as are specifically set forth in acting this Deposit Agreement, and no implied covenants or failing obligations shall be read into this Agreement against the Depositary or any Registrar. The Depositary, its parent, affiliate, or subsidiaries, any Depositary’s Agent, and any Registrar may own, buy, sell or deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act upon as fully or as freely as if it were not the written, telephonic, electronic and oral instructions, with respect to any matter relating to Depositary or the Depositary’s actions Agent hereunder. The Depositary may also act as depositary covered by transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary nor any Depositary’s Agent shall be deemed to be an “issuer” of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary’s Agent are acting only in a ministerial capacity as Depositary for the deposited Preferred Shares; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or supplementing its officers, directors, employees or qualifying agents) nor any such actions) of officers Depositary’s Agent makes any representation or has any responsibility as to the validity of the Company; registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the deposited Preferred Shares, the Depositary Shares, the Receipts (viexcept its countersignature thereon) may consult counsel satisfactory or any instruments referred to ittherein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement and for the advice of such counsel shall be full and complete authorization and protection in respect validity of any action taken, suffered taken or omitted required to be taken by the Depositary hereunder in accordance connection with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of Company represents that it has registered the Company deposited Preferred Shares and the rights of the Depositary set forth Shares for sale in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreementaccordance with applicable securities laws.

Obligations of the Depositary. THE DEPOSITARY'S AGENTS, THE REGISTRAR AND THE COMPANY. Neither the Depositary’s Agents, any Depositary's Agent, any Registrar nor the Company assumes any obligation or shall be subject to any liability under this Deposit Agreement or any Receipt to holders of Receipts other than from acts or omissions arising out of conduct constituting bad faith, negligence (in the case of any action or inaction with respect to the voting of the deposited Preferred Shares), gross negligence or willful misconduct in the performance of such duties as are specifically set forth in this Deposit Agreement. Neither the Depositary, any Depositary's Agent, any Registrar nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding with respect to the deposited Preferred Shares, Depositary Shares or Receipts that in its reasonable opinion may involve it in expense or liability unless indemnity reasonably satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary, any Depositary's Agent, any Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information provided by any person presenting Preferred Shares for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary's Agent, any Registrar and the Company. (i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as Company may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless the Company shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may each rely on and shall each be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it in good faith to be genuine and to have been signed or presented by the proper party or parties. In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall have no responsibility be entitled to the full indemnification set forth in Section 5.6 hereof in connection with any action so taken. The Depositary shall not be responsible for determining any failure to carry out any instruction to vote any of the accuracy thereof; (v) may rely on deposited Preferred Shares or for the manner or effect of any such vote made, as long as any such action or non-action is in good faith and does not result from negligence or willful misconduct of the Depositary. The Depositary undertakes, and any Registrar shall be authorized required to undertake, to perform such duties and protected only such duties as are specifically set forth in acting this Deposit Agreement, and no implied covenants or failing obligations shall be read into this Agreement against the Depositary or any Registrar. The Depositary, its parent, affiliate, or subsidiaries, any Depositary's Agent, and any Registrar may own, buy, sell or deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act upon as fully or as freely as if it were not the written, telephonic, electronic and oral instructions, with respect to any matter relating to Depositary or the Depositary’s actions 's Agent hereunder. The Depositary may also act as depositary covered by transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the deposited Preferred Shares; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or supplementing its officers, directors, employees or qualifying agents) nor any such actions) of officers Depositary's Agent makes any representation or has any responsibility as to the validity of the Company; registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the deposited Preferred Shares, the Depositary Shares, the Receipts (viexcept its countersignature thereon) may consult counsel satisfactory or any instruments referred to ittherein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement and for the advice of such counsel shall be full and complete authorization and protection in respect validity of any action taken, suffered taken or omitted required to be taken by the Depositary hereunder in accordance connection with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of Company agrees that it will register the Company deposited Preferred Shares and the rights of Depositary Shares in accordance with the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreementapplicable securities laws.

Obligations of the Depositary. the Depositary’s Agents, the Registrar, Transfer Agent and the Corporation. The Corporation does not assume any obligation and shall not be subject to any liability under this Deposit Agreement or any Receipt to holders of Receipts other than for its gross negligence, willful misconduct or bad faith (each as determined by a final non-appealable judgment of a court of competent jurisdiction). Neither the Depositary nor any Depositary’s Agent nor any Registrar or Transfer Agent, as the case may be, assumes any obligation or shall be subject to any liability under this Deposit Agreement or the Receipts to Holders of Receipts, the Corporation or to any other Person other than for its gross negligence, willful misconduct, or bad faith (each as determined by a final non-appealable judgment of a court of competent jurisdiction). Notwithstanding anything in this Deposit Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar nor any Transfer Agent nor the Corporation, as the case may be, shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if they have been advised of the likelihood of such loss or damage and regardless of the form of action. Any liability of the Depositary, any Depositary’s Agent or the Registrar or Transfer Agent, as the case may be, under this Deposit Agreement will be limited in the aggregate to an amount equal to the fees paid by the Corporation to the Depositary pursuant to this Deposit Agreement during the twelve (12) months immediately preceding the event for which recovery from the Depositary, but not including reimbursable expenses; provided, however, that in the event that such liability arises as a result of bad faith, willful misconduct or fraud by the Depositary, any of the Depositary’s Agents (except for such Depositary’s Agents which are not employees of the Depositary), any Registrar or any Transfer Agent, as the case may be, through fraud or willful misconduct on the part of such Depositary, agent, Registrar or Transfer Agent, as the case may be (each as determined by a final non-appealable judgment of a court of competent jurisdiction), such limit shall not apply and such liability hereunder shall be instead limited to the amount of such misappropriated funds or the liability resulting from such bad faith, willful misconduct or fraud. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor any Transfer Agent nor the Corporation, as the case may be, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor any Transfer Agent nor the Corporation, as the case may be, shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any Person presenting the shares of the Preferred Stock for deposit, any Holder of a Receipt or any other Person believed by it in the absence of bad faith, gross negligence, or willful misconduct (each as determined by a final non-appealable judgment of a court of competent jurisdiction) to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar, any Transfer Agent and the Corporation, as the case may be, may each rely and shall each be protected in respect of any action taken, suffered or omitted to be taken by it upon any written notice, request, direction or other document believed by it in the absence of bad faith, gross negligence, or willful misconduct (each as determined by a final non-appealable judgment of a court of competent jurisdiction), to be genuine and to have been signed or presented by the proper party or parties. The Depositary, the Depositary’s Agents, any Transfer Agent or Registrar, as the case may be, shall not be responsible for any failure to carry out any instruction to vote any of the shares of the Preferred Stock or for the manner or effect of any such vote made, as long as any such action or non-action is not taken in bad faith, willful misconduct or gross negligence (each as determined by a final non-appealable judgment of a court of competent jurisdiction). The Depositary undertakes, and any Depositary’s Agent, Registrar and any Transfer Agent, as the Company.case may be, shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary, any Depositary’s Agent, Registrar or any Transfer Agent. The Depositary, its parent, Affiliates, or subsidiaries, any Depositary’s Agents, and any Transfer Agent and any Registrar, as the case may be, may own and deal in any class of securities of the Corporation and its Affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Corporation or its Affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary, the parent, Affiliate or subsidiary of the Depositary or the Depositary’s Agent or Transfer Agent or Registrar hereunder. The Depositary may also act as transfer agent, trustee or registrar of any of the securities of the Corporation and its Affiliates or act in any other capacity for the Corporation or its Affiliates. The Depositary shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Deposit Agreement or of the Receipts, the Depositary Shares or the Preferred Stock nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Corporation and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments. In the event the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar, as the case may be, believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar hereunder, or in the administration of any of the provisions of this Deposit Agreement, the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar may, in its sole discretion upon providing written notice to the Corporation, refrain from taking any action and the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar shall be fully protected and shall not be liable in any way to the Corporation, any Holders of Receipts or any other Person for refraining from taking such action, unless the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar receives written instructions or a certificate of the Corporation which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar or which proves or establishes the applicable matter to the satisfaction of the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar. Such written instructions shall be full and complete authorization to the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar, as the case may be, and the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar shall incur no liability for or in respect of any action taken, suffered or omitted by it under the provisions of this Deposit Agreement in reliance upon such written instructions. In the event the Depositary, the Depositary’s Agent, the Registrar or the Transfer Agent, as the case may be, shall receive conflicting claims, requests or instructions from any Holders of Receipts, on the one hand, and the Corporation, on the other hand, the Depositary, the Depositary’s Agent, the Registrar or the Transfer Agent, as the case may be, shall be entitled to act on such claims, requests or instructions received from the Corporation, and shall incur no liability and shall be entitled to the full indemnification set forth in Section 5.6 hereof in connection with any action so taken. It is intended that the Depositary shall not be deemed to be an “issuer” of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary is acting only in a ministerial capacity as Depositary for the deposited Preferred Stock. The Depositary will not be under any duty or responsibility to ensure compliance with any applicable federal or state securities laws in connection with the issuance, transfer or exchange of the Receipts, the shares of Preferred Stock or Depositary Shares. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity or genuineness of the Preferred Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement (except as to due authorization and due execution by the Depositary), as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares; nor shall the Depositary be liable or responsible for any failure of the Corporation to comply with any of its obligations relating to any registration statement filed with the U.S. Securities and Exchange Commission, including without limitation obligations under applicable regulation or law. The Depositary shall not be accountable for the use or application by the Corporation of the Depositary Shares or the Receipts or the proceeds thereof. Neither the Depositary (or its officers, directors, employees or agents), any Depositary’s Agent nor any Registrar or any Transfer Agent makes any representation or has any responsibility as to the validity of any registration statement pursuant to which the Depositary Shares may be registered under the Securities Act, the deposited Preferred Stock, the Depositary Shares, the Receipts (except its countersignature thereon) or any instruments referred to therein or herein, or as to the correctness of any statement made in any such registration statement or herein; provided that the Depositary is responsible for any and all of its representations in this Deposit Agreement. The Depositary may rely on and be fully authorized and protected in acting or failing to act upon (a) any guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program or other comparable “signature guarantee program” or insurance program in addition to, or in substitution for, the foregoing; or (b) any law, act, regulation or any interpretation of the same even though such law, act, or regulation may thereafter have been altered, changed, amended or repealed. The Depositary may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through its attorneys or agents, and the Depositary shall not be answerable or accountable for any act, omission, default, neglect or misconduct of any such attorneys or agents or for any loss to the Corporation, to the holders of the Receipts or any other Person resulting from any such act, omission, default, neglect or misconduct, absent gross negligence or bad faith in the selection and continued employment thereof (which gross negligence or bad faith must be determined by a final, non appealable judgment of a court of competent jurisdiction). The Depositary, any Depositary’s Agent, any Transfer Agent, any Registrar, any dividend disbursing agent or redemption agent hereunder: (i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless the Company Corporation shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary it determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s its judgment subject or expose it to any expense or liability, the Depositary it shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, facsimile transmission or other document or security delivered to the Depositary it and believed by the Depositary it to be genuine and to have been signed by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing omitting to act upon the written, telephonic, electronic and oral instructionsinstructions given in accordance with this Deposit Agreement, with respect to any matter relating to the Depositary’s its actions as depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) ), of officers of the CompanyCorporation; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person Person with respect to the Preferred Stock, Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ixvii) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or to the Preferred Stock, the Depositary Shares or Receipts (except its countersignature hereof and thereof); (ix) shall not be liable for any delays of failure in performance resulting from acts beyond its control including shortage of supply, breakdowns or malfunctions, interruptions or malfunctions of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, or labor difficulties; and (x) shall not be required to take notice or be deemed to have notice of any event or condition hereunder, including any event or condition that may require action by any such Person, unless such Person shall be specifically notified in writing of such event or condition by the Corporation, and all notices or other instruments required by this Deposit Agreement to be delivered to the such Persons must, in order to be effective, shall be given in accordance with Section 7.4 hereof, and in the absence of such notice so delivered, such Persons may conclusively assume no such event or condition exists. The obligations terms of the Company and the rights of the Depositary set forth in this Section 5.03 5.3 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreement.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the CompanyCorporation. (i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless the Company Corporation shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary Depositary, any Depositary’s Agent, the Transfer Agent or the Registrar determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositarysuch Person’s reasonable judgment subject or expose it to any expense or liability, the Depositary it shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may rely on and shall be authorized and protected in acting or failing omitting to act upon any certificate, instrument, opinion, notice, letter, facsimile transmission or other document or security delivered to the Depositary it and believed by the Depositary it to be genuine and to have been signed by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing omitting to act upon the written, telephonic, electronic and oral instructionsinstructions given in accordance with this Deposit Agreement, with respect to any matter relating to the Depositary’s its actions as depositary Depositary, Transfer Agent or Registrar covered by this Deposit Agreement (or supplementing or qualifying any such actions) ), of officers of the CompanyCorporation; (vi) may consult counsel satisfactory to itit (who may be an employee of the Depositary or the Registrar or counsel to the Corporation), and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by the Depositary it hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person Person with respect to the Series C Preferred Stock, Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or to the Series C Preferred Stock, the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of the Company Corporation and the rights of the Depositary Depositary, the Depositary’s Agent, Transfer Agent or Registrar set forth in this Section 5.03 5.3 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreement.

Obligations of the Depositary. the Depositary’s Agents, the Registrar, the Transfer Agent and the Corporation. Neither the Depositary nor any Depositary’s Agent nor any Registrar, any Transfer Agent nor the Corporation, as the case may be, assumes any obligation or shall be subject to any liability under this Deposit Agreement to Holders of Receipts or to any other Person (other than to the Corporation in accordance with the last sentence of this paragraph below) other than for its gross negligence, willful misconduct, fraud or bad faith (each as finally determined by a non-appealable judgment of a court of competent jurisdiction). Notwithstanding anything in this Deposit Agreement to the contrary, excluding the Depositary’s gross negligence, willful misconduct, fraud or bad faith, the aggregate liability of the Depositary, any Depositary’s Agent or the Registrar or Transfer Agent, as the case may be, to the Corporation under this Deposit Agreement, whether in contract, tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by the Corporation to the Depositary as fees and charges, but not including reimbursable expenses; provided, however, that in the event that such liability arises as a result of misappropriation of funds by the Depositary, any of the Depositary’s Agents (except for such Depositary’s Agents which are not employees of the Depositary), any Registrar or any Transfer Agent, as the case may be, through fraud or willful misconduct on the part of such Person (as finally determined by a non-appealable judgment of a court of competent jurisdiction), such limit shall not apply and such liability hereunder shall be instead limited to the amount of such misappropriated funds or the liability resulting from such fraud or willful misconduct. Notwithstanding anything in this Deposit Agreement to the contrary, neither the Depositary, nor the Depositary’s Agent nor any Registrar nor the Transfer Agent nor the Corporation, as the case may be, shall be liable in any event for special, punitive, incidental, indirect or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if they have been advised of the likelihood of such loss or damage and regardless of the form of action. Neither the Depositary nor any Depositary’s Agent nor any Transfer Agent nor the Registrar nor the Corporation, as the case may be, shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of the Series F Preferred Stock, the Depositary Shares or the Receipts which in its opinion may involve it in expense or liability unless indemnity reasonably satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary’s Agent nor any Registrar nor the Transfer Agent nor the Corporation, as the case may be, shall be liable for any action or any failure to act by it in reliance upon information from any Person presenting Series F Preferred Stock for deposit, any Holder of a Receipt or any other Person believed by it, in the absence of bad faith, to be competent to give such information. The Depositary, any Depositary’s Agent, any Registrar, any Transfer Agent and the Corporation, as the case may be, may each rely and shall each be protected in acting upon or omitting to act upon any written notice, request, direction or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Depositary, the Depositary’s Agent, any Registrar or Transfer Agent, as the case may be, shall not be responsible for any failure to carry out any instruction to vote any of the shares of the Series F Preferred Stock or for the manner or effect of any such vote made, as long as any such action or non-action is not taken with gross negligence, willful misconduct, fraud or bad faith (each as finally determined by a non-appealable judgment of a court of competent jurisdiction). The Depositary undertakes, and any Depositary’s Agent, Registrar and any Transfer Agent, as the Company.case may be, shall be required to undertake, to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Depositary’s Agent, Transfer Agent or Registrar. The Depositary, its parent, Affiliate, or subsidiaries, and Depositary’s Agents, and any Transfer Agent or Registrar, as the case may be, may own and deal in any class of securities of the Corporation and its Affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Corporation or its Affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary, the parent, Affiliate or subsidiary of the Depositary or the Depositary’s Agent or Transfer Agent or Registrar hereunder. The Depositary may also act as transfer agent, trustee, or registrar of any of the securities of the Corporation and its Affiliates or act in any other capacity for the Corporation or its Affiliates. The Depositary shall not be under any liability for interest on any monies at any time received by it pursuant to any of the provisions of this Deposit Agreement or of the Receipts, the Depositary Shares or the Series F Preferred Stock nor shall it be obligated to segregate such monies from other monies held by it, except as required by law. The Depositary shall not be responsible for advancing funds on behalf of the Corporation and shall have no duty or obligation to make any payments if it has not timely received sufficient funds to make timely payments. In the event the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar, as the case may be, reasonably believes any ambiguity or uncertainty exists hereunder or in any notice, instruction, direction, request or other communication, paper or document received by the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar hereunder, or in the administration of any of the provisions of this Deposit Agreement, the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar shall deem it necessary or desirable that a matter be proved or established prior to taking, omitting or suffering to take any action hereunder, the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar may, in its sole discretion upon providing written notice to the Corporation, refrain from taking any action and the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar shall be fully protected and shall not be liable in any way to the Corporation, any Holders of Receipts or any other Person or entity for refraining from taking such action, unless the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar receives written instructions or a certificate signed by a duly authorized officer of the Corporation which eliminates such ambiguity or uncertainty to the satisfaction of the Depositary or which proves or establishes the applicable matter to the satisfaction of the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar or which proves or establishes the applicable matter to the satisfaction of the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar. Such written instructions shall be full and complete authorization to the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar, as the case may be, and the Depositary, the Depositary’s Agents, any Transfer Agent or Registrar shall incur no liability for or in respect of any action taken, suffered or omitted by it under the provisions of this Deposit Agreement in reliance upon such written instructions. In the event the Depositary, the Depositary’s Agent, the Registrar or the Transfer Agent, as the case may be, shall receive conflicting claims, requests or instructions from any Holders of Receipts, on the one hand, and the Corporation, on the other hand, the Depositary, the Depositary’s Agent, the Registrar or the Transfer Agent, as the case may be, shall be entitled to act on such claims, requests or instructions received from the Corporation, and shall incur no liability and shall be entitled to the full indemnification set forth in Section 5.7 hereof in connection with any action so taken. It is intended that the Depositary shall not be deemed to be an “issuer” of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary is acting only in a ministerial capacity as Depositary for the deposited Series F Preferred Stock. The Depositary will not be under any duty or responsibility to ensure compliance with any applicable federal or state securities laws in connection with the issuance, transfer or exchange of the Receipts, the shares of the Series F Preferred Stock or Depositary Shares. Neither the Depositary (or its officers, directors, employees or agents), any Depositary’s Agent nor any Registrar or any Transfer Agent makes any representation or has any responsibility as to the validity of any registration statement pursuant to which the Depositary Shares may be registered under the Securities Act, the deposited Series F Preferred Stock, the Depositary Shares, the Receipts (except its countersignature thereon) or any instruments referred to therein or herein, or as to the correctness of any statement made in any such registration statement or herein. The Depositary assumes no responsibility for the correctness of the description that appears in the Receipts. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity or genuineness of any shares of the Series F Preferred Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares. The Depositary shall not be accountable for the use or application by the Corporation of the Depositary Shares or the Receipts or the proceeds thereof. The Depositary, Depositary’s Agent, any Registrar, and any Transfer Agent hereunder: (i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless the Company Corporation shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunderhereunder except as expressly set forth herein, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, telegram, telex, facsimile transmission or other document or security delivered to the Depositary and reasonably believed by the Depositary to be genuine and to have been signed by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary Depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) of officers of the CompanyCorporation; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of the Company and the rights of the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreement.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Custodian and the Company. (i) . The obligations of the Company and the Depositary and their respective agents under this Deposit Agreement are expressly limited to performing their respective duties specified herein in good faith and using their reasonable judgment. Each of the Depositary and its agents assumes no obligation and shall have be subject to no duties liability under this Deposit Agreement or the Receipts to Holders or other persons, except to perform such obligations other than those as are specifically set forth herein (and undertaken by it in this Deposit Agreement without negligence and in good faith. The Depositary and the Company undertake to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied duties covenants or obligations)obligations shall be read into this Deposit Agreement against the Depositary or the Company or their respective agents. Without limitation of the preceding, none of the Depositary, its Affiliates nor its agents or as may subsequently the Company, its Affiliates or its agents shall be agreed to in writing by the parties; (ii) shall have no under any obligation to make payment hereunder unless the Company shall have provided the necessary federal appear in, prosecute or defend any action, suit or other immediately available funds proceeding in respect of any Deposited Securities or securities in respect of ADSs or propertyReceipts, as the case which in its opinion may be, to pay involve it in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; it in its sole discretion against all expense (ivincluding fees and disbursements of counsel) and liability shall be furnished as often as may be required, and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the Custodian being responsible solely to the Depositary. Neither the Depositary, its Affiliates, nor its agents, or the Company, its Affiliates, nor its agents shall be liable for any action or inaction by it or them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Eligible Securities for deposit, any Holder or any other person believed by it or them in good faith to be competent to give such advice or information. Each of the Depositary, its Affiliates and its agents and the Company, its Affiliates and its agents may rely on and shall be authorized and protected in from acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, and shall have no responsibility or for determining the accuracy thereof; (v) may rely on and shall be authorized and protected manner in acting which any vote is cast or failing the effect of any vote, or for the failure of the Company to exchange any Certificate of Payment into any Scripless Shares represented by the Master Certificate or any Master Certificate into Shares in physical certificated form, or for any action of or failure to act upon the writtenby, telephonicor any information provided or not provided by, electronic and oral instructionsDTC or any DTC Participant, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying provided that any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, action or omission is in good faith and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder in accordance with the advice terms of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The Depositary shall not be obligated in any way to monitor or enforce the obligations of the Company and the rights of the Depositary set forth Company, including, without limitation, in this Section 5.03 shall survive the replacement, removal or resignation respect of any DepositaryCertificate of Payment, Registrar, Transfer Agent the conversion of such Certificate of Payment into any Scripless Shares represented by the Master Certificate or Depositary’s Agent or termination of this Deposit Agreementany Master Certificate into Shares in physical certificated form.

Obligations of the Depositary. Hitachi, the Custodian and the Depositary’s Agents's Agent. Neither the Depositary, nor Hitachi nor the Registrar and the Company. (i) Custodian nor any Depositary's Agent assumes any obligation or shall have no duties or obligations be subject to any liability under this Deposit Agreement to holders of Receipts other than those that each of them agrees to use its best judgment and good faith in the performance of such duties as are specifically set forth herein (and no implied duties or obligations), or as may subsequently in this Deposit Agreement. Neither the Depositary nor Hitachi nor the Custodian nor any Depositary's Agent shall be agreed to in writing by the parties; (ii) shall have no under any obligation to make payment hereunder unless the Company shall have provided the necessary federal appear in, prosecute or defend any action, suit or other immediately available funds proceeding in respect of any Deposited Securities or securities or property, as in respect of the case Receipts which in its opinion may be, to pay involve it in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act liability unless it shall have been furnished with an indemnity satisfactory to it; (iv) it against all expense and liability be furnished as often as may be required. Neither the Depositary nor Hitachi nor the Custodian nor any Depositary's Agent shall be liable for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock for deposit, any holder of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information, or for any translation of any notice, report or other document made by a translator believed by it to be competent. The Depositary or Hitachi or the Custodian or any Depositary's Agent may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties. The Depositary, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing to act upon the writtenany Depositary's Agent, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, Registrar and the advice of such counsel shall be full Custodian may own and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained deal in any documents relating hereto or class of securities of Hitachi and its affiliates and in Receipts. No disclaimer of liability under the Depositary Shares or Receipts; and (ix) shall not be liable in Securities Act of 1933 is intended by any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of the Company and the rights of the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination provision of this Deposit Agreement.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Registrar, Transfer Agent and the CompanyCorporation. (i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless the Company Corporation shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary it determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s its judgment subject or expose it to any expense or liability, the Depositary it shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, facsimile transmission or other document or security delivered to the Depositary it and believed by the Depositary it to be genuine and to have been signed by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing omitting to act upon the written, telephonic, electronic and oral instructionsinstructions given in accordance with this Deposit Agreement, with respect to any matter relating to the Depositary’s its actions as depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) ), of officers of the CompanyCorporation; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person Person with respect to the Preferred Stock, Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ixvii) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or to the Preferred Stock, the Depositary Shares or Receipts (except its countersignature hereof and thereof); (ix) shall not be liable for any delays of failure in performance resulting from acts beyond its control including shortage of supply, breakdowns or malfunctions, interruptions or malfunctions of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, or labor difficulties; and (x) shall not be required to take notice or be deemed to have notice of any event or condition hereunder, including any event or condition that may require action by any such Person, unless such Person shall be specifically notified in writing of such event or condition by the Corporation, and all notices or other instruments required by this Deposit Agreement to be delivered to the such Persons must, in order to be effective, shall be given in accordance with Section 7.4 hereof, and in the absence of such notice so delivered, such Persons may conclusively assume no such event or condition exists. The obligations terms of the Company and the rights of the Depositary set forth in this Section 5.03 5.3 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreement.

Obligations of the Depositary. the Depositary’s 's Agents, the ----------------------------------------------------------- Registrar and the Company. (i) shall have no . The Company and the Depositary will each use good ------------------------- faith in the performance of such duties or obligations other than those as are specifically set forth herein (and no implied duties or obligations)in this Agreement. Neither the Depositary nor any Depositary's Agent nor any Registrar, or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless nor the Company shall have provided be subject to any liability under this Deposit Agreement to holders of Depositary Shares other than for its negligence or willful misconduct. Neither the necessary federal Depositary nor any Depositary's Agent nor any Registrar nor the Company shall be under any obligation to appear in, prosecute or other immediately available funds defend any action, suit or securities or property, as proceeding in respect of the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, howeverCumulative Preferred Stock, the Depositary determines to take any legal Shares or other action hereunderthe Receipts, and, where the taking of such action might which in the Depositary’s judgment subject or expose its opinion may involve it to any in expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) it against all expense and liability be furnished as often as may be requested by them. Neither the Depositary nor any Depositary's Agent nor any Registrar, nor the Company shall be liable for any action or failure to act by it in reliance upon the advice of or information from legal counsel, accountants, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary's Agent, the Registrar, and the Company may rely on and shall each be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected parties specified in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Depositary Shares, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall be entitled to the full indemnification set forth in Section 4.06 hereof in connection with any action so taken. The Depository shall not be responsible for any failure to carry out any instructions to vote any of the shares of Cumulative Preferred Stock or for the manner or effect of any such vote made, as long as any such action or failure to act is in good faith and does not result from negligence or willful misconduct of the Depositary. The Depositary undertakes and shall cause any Registrar to undertake to perform such duties and only such duties as are specifically set forth in this Deposit Agreement and no implied covenants or obligations shall be read into this Deposit Agreement against the Depositary or any Registrar. The Depositary and the Depositary's Agents may own and deal in any class of securities of the Company and the rights its affiliates. The Depositary may also act as transfer agent or registrar of any of the Depositary set forth in this Section 5.03 shall survive securities of the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit AgreementCompany and its affiliates.

Obligations of the Depositary. THE ---------------------------------- DEPOSITARY'S AGENTS AND THE COMPANY. Neither the Depositary nor ----------------------------------- any Depositary's Agent nor the Company assumes any obligation, nor shall be subject to any liability under this Deposit Agreement to holders of Receipts, except that nothing herein shall relieve the Depositary’s Agents, the Registrar and Depositary's Agent or the Company. (i) shall have no Company for liability to such holders from acts or omissions arising out of conduct finally adjudicated to constitute gross negligence or bad faith on the part of such person or persons in the performance of such duties or obligations other than those as are specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing by this Deposit Agreement. Neither the parties; (ii) shall have no obligation to make payment hereunder unless Depositary nor any Depositary's Agent nor the Company shall have provided the necessary federal be under any obligation to appear in, prosecute or defend any action, suit or other immediately available funds or securities or property, as proceeding in respect of the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, howeverDeposited Stock, the Depositary determines to take any legal Shares or other action hereunderthe Receipts, and, where the taking of such action might which in the Depositary’s judgment subject or expose its reasonable opinion may involve it to any in expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; it against all expense and liability is furnished as often as may be required. Neither the Depositary nor any Depositary's Agent nor the Company shall be liable (ivi) if it is prevented or delayed by law or any circumstance beyond its control in performing its obligations under this Deposit Agreement, or (ii) for any action or any failure to act by it in reliance upon the advice of legal counsel (which may be in-house counsel) or accountants. The Depositary, any Depositary's Agent and the Company may each rely on and shall each be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and any Depositary's Agent may own and deal in any class of securities of the Company and its affiliates and in Receipts. The Depositary may also act as Transfer Agent or Registrar of any of the securities of the Company and its affiliates, including, without limitation, the Common Stock as to which the Depositary, at the date hereof, is Transfer Agent and shall have no responsibility Registrar. Neither the Depositary nor any of the Depositary's Agents is a trustee for determining the accuracy thereof; (v) may rely on and benefit of holders of the Receipts. It is intended that neither the Depositary nor any Depositary's Agent shall be authorized deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and protected agreed that the Depositary and the Depositary's Agents are acting only in acting a ministerial capacity as Depositary for the Deposited Stock. Neither the Depositary (or failing to act upon the writtenits officers, telephonicdirectors, electronic and oral instructions, with respect to employees or agents) nor any matter relating Depositary's Agent makes any representation or has any responsibility as to the Depositary’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) of officers validity of the Company; (vi) may consult counsel satisfactory Registration Statement, the Deposited Stock, the Depositary Shares or any instruments referred to ittherein or herein, and or as to the advice of such counsel shall be full and complete authorization and protection in respect correctness of any action takenstatement made therein or herein; provided, suffered however, that the Depositary is Notwithstanding any other provisions herein or omitted by set forth in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Deposited Stock at any time deposited with the Depositary hereunder in accordance with or of the advice Depositary Shares as to the value of such counsel; (vii) shall not be called upon at the Depositary Shares, the Deposited Stock or Receipts or as to any time to advise any person with respect right, title or interest of the record holders of the Receipts to the Depositary Shares or Receipts; (viii) Deposited Stock represented thereby. The Depositary shall not be liable accountable for the use or responsible for any recital or statement contained in any documents relating hereto or application by the Company of the Deposited Stock, the Depositary Shares or Receipts; and (ix) shall not be liable in Receipts or the proceeds of any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreementthereof. The obligations of Company agrees that it will register the Company Deposited Stock and the rights of the Depositary set forth Shares in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreementaccordance with applicable securities laws.

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. (i) . The Company assumes no obligation and shall have be subject to no duties liability under this Deposit Agreement or the Receipts to holders or other persons, except to perform in good faith such obligations other than those as are specifically set forth herein (and no implied duties or obligations)undertaken by it to perform in this Deposit Agreement. Each of the Depositary, or as may subsequently be agreed to in writing by the parties; (ii) shall have Depositary's Agents and the Registrar assumes no obligation and shall be subject to make payment hereunder unless no liability under this Deposit Agreement or the Receipts to holders or other persons, except to perform in good faith such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence. Neither the Depositary nor any Depositary's Agent nor the Registrar nor the Company shall have provided the necessary federal be under any obligation to appear in, prosecute or defend any action, suit or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable proceeding with respect thereto; (iii) shall not be obligated to take any legal Stock, Depositary Shares or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might Receipts that in the Depositary’s judgment subject or expose its opinion may involve it to any in expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary's Agent nor the Registrar nor the Company shall be liable for any action or any failure to act by it in reliance upon the advice of or information from legal counsel, accountants, any person presenting Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, any Depositary's Agent, the Registrar and the Company may each rely on and shall each be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties. 14NEXT PAGE The Depositary, the Registrar and shall have no responsibility for determining any Depositary's Agent may own and deal in any class of securities of the accuracy thereof; (v) Company and its affiliates and in Receipts or Depositary Shares. The Depositary may rely on also act as transfer agent or registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be authorized deemed to be an "issuer" of the Stock, the Depositary Shares, the Receipts or the Common Stock or other securities issued upon conversion or exchange of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and protected agreed that the Depositary and any Depositary's Agent are acting only in acting a ministerial capacity as Depositary for the Stock; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or supplementing its officers, directors, employees or qualifying agents) nor any such actions) of officers Depositary's Agent makes any representation or has any responsibility as to the validity of the Company; (vi) may consult counsel satisfactory Registration Statement pursuant to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by which the Depositary hereunder in accordance with Shares are registered under the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to Securities Act, the Stock, the Depositary Shares or Receipts; (viii) shall not be liable any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for any recital or statement contained its representations in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company and the rights of the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (a) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of ____________, with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (b) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (c) this Deposit Agreement constitutes a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors' rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of the Depositary Shares or the Receipts or the proceeds thereof.

Obligations of the Depositary. the Depositary’s Agents, the Registrar 's Agents ------------------------------------------------------ and the Company. (i) . Neither the Depositary nor any Depositary's Agent nor the --------------- Company assumes any obligation or shall have no duties or obligations be subject to any liability under this Deposit Agreement to holders of Receipts other than those specifically set forth herein (and no implied duties for its gross negligence or obligations), or as may subsequently be agreed to in writing by willful misconduct. Neither the parties; (ii) shall have no obligation to make payment hereunder unless Depositary nor any Depositary's Agent nor the Company shall have provided the necessary federal be under any obligation to appear in, prosecute or defend any action, suit or other immediately available funds or securities or property, as proceeding in respect of the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, howeverStock, the Depositary determines to take any legal Shares or other action hereunder, and, where the taking of such action might Receipts which in the Depositary’s judgment subject or expose its opinion may involve it to any in expense or liability, the Depositary shall not be required to act liability unless it shall have been furnished with an indemnity satisfactory to it; (iv) it against all expense and liability be furnished as often as may be required. Neither the Depositary nor any Depositary's Agent nor the Company shall be liable for any action or any failure to act by it in reliance upon the written advice of legal counsel or accountants, or information from any person presenting Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to be competent to give such information. The Depositary, any Depositary's Agent and the Company may each rely on and shall each be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties, and . The Depositary shall have no responsibility not be responsible for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting any failure to carry out any instruction to vote or failing to act upon the written, telephonic, electronic and oral instructionsgive or withhold consent, with respect to any matter relating of the shares of Stock or for the manner or effect of any such vote or consent, as long as any such action or non-action is in good faith. The Depositary undertakes to the Depositary’s actions perform such duties and only such duties as depositary covered by are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Deposit Agreement (or supplementing or qualifying against the Depositary. The Depositary will indemnify the Company against any such actions) liability which may arise out of officers of the Company; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered acts performed or omitted by the Depositary hereunder in accordance with or its agents due to its or their gross negligence or willful misconduct. The Depositary, the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to Depositary's Agents and the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained Company may own and deal in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account class of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations securities of the Company and the rights its affiliates and in Receipts. The Depositary may also act as transfer agent and registrar of any of the Depositary set forth in this Section 5.03 shall survive securities of the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit AgreementCompany and its affiliates.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Custodian and the Company. (i) . Each of the Company and its agents assumes no obligation nor shall have no duties it be subject to any liability under this Deposit Agreement or the Receipts to Holders or other persons, except to perform such obligations other than those as are specifically set forth herein (and undertaken by it to perform in this Deposit Agreement in good faith and using its best judgment. Each of the Depositary and its agents assumes no obligation and shall be subject to no liability under this Deposit Agreement or Receipts to Holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in the Deposit Agreement in good faith and using its best judgment. The Depositary and the Company undertake to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied duties covenants or obligations)obligations shall be read into this Deposit Agreement against the Depositary or the Company or their respective agents. Without limitation of the preceding, none of the Depositary, its agents or as may subsequently the Company or its agents shall be agreed to in writing by the parties; (ii) shall have no under any obligation to make payment hereunder unless the Company shall have provided the necessary federal appear in, prosecute or defend any action, suit or other immediately available funds proceeding in respect of any Deposited Securities or securities or propertyin respect of the Receipts, as the case which in its opinion may be, to pay involve it in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) it in its sole discretion against all expense and liability shall be furnished as often as may be required, and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the Custodian being responsible solely to the Depositary. Neither the Depositary, its agents, the Company nor its agents shall be liable for any action or inaction by it or them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder or any other person believed by it or them in good faith to be competent to give such advice or information. Each of the Depositary, its agents and the Company and its agents may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating subject to the Depositary’s actions as depositary covered by provisions of this Deposit Agreement (or supplementing or qualifying any such actions) of officers of the Company; (vi) may consult counsel satisfactory to itSection 5.03, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for the manner in which any recital vote is cast or statement contained for the effect of any such vote. The Depositary may own and deal in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account class of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations securities of the Company and the rights of the Depositary set forth its affiliates and in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit AgreementReceipts.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Custodian and the Company. (i) . Each of the Company and its agents assumes no obligation nor shall have no duties it be subject to any liability under this Deposit Agreement or the Receipts to Holders, Beneficial Owners or other persons, except to perform such obligations other than those as are specifically set forth herein (and undertaken by it in this Deposit Agreement in good faith and using its best judgment. Each of the Depositary and its agents assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to Holders, Beneficial Owners or other persons, except to perform such obligations as are specifically set forth and undertaken by it in this Deposit Agreement in good faith and using its best judgment. The Depositary and the Company undertake to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied duties covenants or obligations)obligations shall be read into this Deposit Agreement against the Depositary or the Company or their respective agents. Without limitation of the preceding, none of the Depositary, the Company or as may subsequently their agents shall be agreed to in writing by the parties; (ii) shall have no under any obligation to make payment hereunder unless the Company shall have provided the necessary federal appear in, prosecute or defend any action, suit or other immediately available funds proceeding in respect of any Deposited Securities or securities or propertyin respect of the Receipts, as the case which in its opinion may be, to pay involve it in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) it in its sole discretion against all expense and liability be furnished as often as may be required, and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the Custodian being responsible solely to the Depositary. None of the Depositary, the Company or their agents shall be liable for any action or inaction by it or them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Shares for deposit, any Holder or Beneficial Owner, or any other person believed by it or them in good faith to be competent to give such advice or information. Each of the Depositary, and the Company and their agents may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating . Subject to the Depositary’s actions as depositary covered by provisions of this Deposit Agreement (Section 5.03, the Depositary shall not be responsible for the manner in which any vote is cast or supplementing or qualifying for the effect of any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, vote provided that such action or non-action is taken in good faith and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations Subject to the Estatutos Sociales of the Company, the terms of the Trust and this Deposit Agreement, the Depositary may own and deal in any class of securities of the Company and its Affiliates, in CPOs and in Receipts. No disclaimer of liability under the rights Securities Act of the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of 1933 is intended by any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination provision of this Deposit Agreement.

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. (i) . Neither the Depositary, any Depositary's Agent, any Registrar nor the Company assumes any obligation or shall have no duties be subject to any liability under this Deposit Agreement or obligations any Receipt to Holders of Receipts other than those from acts or omissions arising out of conduct constituting bad faith, negligence (in the case of any action or inaction with respect to the voting of the deposited shares of Class D Preferred Stock), gross negligence or willful misconduct in the performance of such duties as are specifically set forth herein (and no implied duties or obligations)in this Deposit Agreement. Neither the Depositary, or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless any Depositary's Agent, any Registrar nor the Company shall have provided the necessary federal be under any obligation to appear in, prosecute or defend any action, suit or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable proceeding with respect thereto; (iii) shall not be obligated to take any legal the deposited shares of Class D Preferred Stock, Depositary Shares or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might Receipts that in the Depositary’s judgment subject or expose its reasonable opinion may involve it to any in expense or liability, unless indemnity reasonably satisfactory to it against all expense and liability be furnished as often as may be required. Neither the Depositary Depositary, any Depositary's Agent, any Registrar nor the Company shall not be required liable for any action or any failure to act unless by it shall have been furnished with an indemnity satisfactory in reliance upon the written advice of legal counsel or accountants, or information provided by any Holder of a Receipt or any other person believed by it in good faith to it; (iv) be competent to give such information. The Depositary, any Depositary's Agent, any Registrar and the Company may each rely on and shall each be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it in good faith to be genuine and to have been signed or presented by the proper party or parties. In the event the Depositary shall receive conflicting claims, requests or instructions from any Holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall have no responsibility be entitled to the full indemnification set forth in Section 5.6 hereof in connection with any action so taken. The Depositary shall not be responsible for determining any failure to carry out any instruction to vote any of the accuracy thereof; (v) may rely on deposited shares of Class D Preferred Stock or for the manner or effect of any such vote made, as long as any such action or non-action is in good faith and does not result from negligence or willful misconduct of the Depositary. The Depositary undertakes, and any Registrar shall be authorized required to undertake, to perform such duties and protected only such duties as are specifically set forth in acting this Deposit Agreement, and no implied covenants or failing obligations shall be read into this Agreement against the Depositary or any Registrar. The Depositary, its parent, affiliates, or subsidiaries, any Depositary's Agent, and any Registrar may own, buy, sell or deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act upon as fully or as freely as if it were not the written, telephonic, electronic and oral instructions, with respect to any matter relating to Depositary or the Depositary’s actions 's Agent hereunder. The Depositary may also act as depositary covered by transfer agent or registrar of any of the securities of the Company and its affiliates (including the Common Stock) or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the deposited shares of Class D Preferred Stock; provided, however, that the Depositary agrees to comply with all information reporting and withholding requirements applicable to it under law or this Deposit Agreement in its capacity as Depositary. Neither the Depositary (or supplementing its officers, directors, employees or qualifying agents) nor any such actions) of officers Depositary's Agent makes any representation or has any responsibility as to the validity of the Company; registration statement pursuant to which the Depositary Shares have been registered under the Securities Act, the deposited shares of Class D Preferred Stock, the Depositary Shares, the Receipts (viexcept its countersignature thereon) may consult counsel satisfactory or any instruments referred to ittherein or herein (including, without limitation, the Articles Supplementary), or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement and for the advice of such counsel shall be full and complete authorization and protection in respect validity of any action taken, suffered taken or omitted required to be taken by the Depositary hereunder in accordance connection with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations Company agrees that it will register the deposited shares of the Company Class D Preferred Stock and the rights of Depositary Shares in accordance with the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreementapplicable securities laws.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Custodian and the Company. (i) . Each of the Company and its agents assumes no obligation and shall have be subject to no duties liability under this Deposit Agreement or the Receipts to Holders or other persons, except that each of the Company and its agents agrees to perform its obligations other than those specifically set forth herein in this Deposit Agreement without negligence or bad faith and using its reasonable judgment, without any liability on the part of the Company or the Depositary to any Holder. The Depositary assumes no obligation and shall be subject to no liability under this Deposit Agreement or the Receipts to Holders or other persons (and no implied duties including, without limitation, liability with respect to the validity or obligationsworth of the Deposited Securities), except that the Depositary agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or as may subsequently bad faith. Without limitation of the foregoing, neither the Depositary, its controlling persons, nor any of its agents, nor the Company its controlling persons nor any of its agents shall be agreed to in writing by the parties; (iia) shall have no under any obligation to make payment hereunder unless the Company shall have provided the necessary federal appear in, prosecute or defend any action, suit or other immediately available funds proceeding in respect of any Deposited Securities or securities or propertyin respect of the Receipts, as the case which in its opinion may be, to pay involve it in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; it against all expense (ivincluding fees and disbursements of counsel) and liability be furnished as often as may be required (and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary), or (b) liable for any action or inaction by it in reliance upon the advice of or information from legal counsel (including internal legal counsel), accountants, any person presenting Shares for deposit, any Holder, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary, its controlling persons, its agents, any Custodian and the Company, its controlling persons and its agents may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letter, facsimile transmission request or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, and shall have no responsibility or for determining the accuracy thereof; (v) may rely on and shall be authorized and protected manner in acting which any vote is cast or failing to act upon the writteneffect of any vote, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying provided that any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, action or omission is in good faith and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder in accordance with the advice terms of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations No disclaimer of liability under the Company and the rights of the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of Securities Act is intended by any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination provision of this Deposit Agreement.

Obligations of the Depositary. the Depositary’s Agents, the Registrar Custodian and the Company. (i) . The obligations of the Company and the Depositary and their respective agents under this Deposit Agreement are expressly limited to performing their respective duties specified herein in good faith and using their reasonable judgment. Each of the Depositary and its agents assumes no obligation and shall have be subject to no duties liability under this Deposit Agreement or the Receipts to Holders or other persons, except to perform such obligations other than those as are specifically set forth herein (and undertaken by it in this Deposit Agreement without negligence and in good faith. The Depositary and the Company undertake to perform such duties and only such duties as are specifically set forth in this Deposit Agreement, and no implied duties covenants or obligations)obligations shall be read into this Deposit Agreement against the Depositary or the Company or their respective agents. Without limitation of the preceding, none of the Depositary, its Affiliates nor its agents or as may subsequently the Company, its Affiliates or its agents shall be agreed to in writing by the parties; (ii) shall have no under any obligation to make payment hereunder unless the Company shall have provided the necessary federal appear in, prosecute or defend any action, suit or other immediately available funds proceeding in respect of any Deposited Securities or securities or propertyin respect of the Receipts, as the case which in its opinion may be, to pay involve it in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; it in its sole discretion against all expense (ivincluding fees and disbursements of counsel) and liability shall be furnished as often as may be required, and no Custodian shall be under any obligation whatsoever with respect to such proceedings, the Custodian being responsible solely to the Depositary. Neither the Depositary, its Affiliates, nor its agents, or the Company, its Affiliates, nor its agents shall be liable for any action or inaction by it or them in reliance upon the advice of or information from legal counsel, accountants, any person presenting Eligible Securities for deposit, any Holder or any other person believed by it or them in good faith to be competent to give such advice or information. Each of the Depositary, its Affiliates and its agents and the Company, its Affiliates and its agents may rely on and shall be authorized and protected in from acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties. The Depositary and its agents shall not be liable for any failure to carry out any instructions to vote any of the Deposited Securities, and shall have no responsibility or for determining the accuracy thereof; (v) may rely on and shall be authorized and protected manner in acting which any vote is cast or failing the effect of any vote, or for the failure of the Company to act upon exchange any Certificate of Payment into any Scripless Shares represented by the writtenMaster Certificate or any Master Certificate into Shares in physical certificated form, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying provided that any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, action or omission is in good faith and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder in accordance with the advice terms of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The Depositary shall not be obligated in any way to monitor or enforce the obligations of the Company and the rights of the Depositary set forth Company, including, without limitation, in this Section 5.03 shall survive the replacement, removal or resignation respect of any DepositaryCertificate of Payment, Registrar, Transfer Agent the conversion of such Certificate of Payment into any Scripless Shares represented by the Master Certificate or Depositary’s Agent or termination of this Deposit Agreementany Master Certificate into Shares in physical certificated form.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the CompanyCorporation. (i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless the Company Corporation shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary Depositary, any Depositary’s Agent, the Transfer Agent or the Registrar determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositarysuch Person’s reasonable judgment subject or expose it to any expense or liability, the Depositary it shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may rely on and shall be authorized and protected in acting or failing omitting to act upon any certificate, instrument, opinion, notice, letter, facsimile transmission or other document or security delivered to the Depositary it and believed by the Depositary it to be genuine and to have been signed by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing omitting to act upon the written, telephonic, electronic and oral instructionsinstructions given in accordance with this Deposit Agreement, with respect to any matter relating to the Depositary’s its actions as depositary Depositary, Transfer Agent or Registrar covered by this Deposit Agreement (or supplementing or qualifying any such actions) ), of officers of the CompanyCorporation; (vi) may consult counsel satisfactory to itit (who may be an employee of the Depositary or the Registrar or counsel to the Corporation), and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by the Depositary it hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person Person with respect to the Series D Preferred Stock, Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or to the Series D Preferred Stock, the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of the Company Corporation and the rights of the Depositary Depositary, the Depositary’s Agent, Transfer Agent or Registrar set forth in this Section 5.03 5.3 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreement.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the CompanyCorporation. (i) shall have no duties or obligations other than those specifically set forth herein (and no implied duties or obligations), or as may subsequently be agreed to in writing by the partiesDepositary and the Corporation; (ii) shall have no obligation to make payment hereunder unless the Company Corporation shall have provided the necessary federal or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) may rely on and shall be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, notice, letter, facsimile transmission or other document or security delivered to the Depositary and believed by the Depositary to be genuine and to have been signed by the proper party or parties, and shall have no responsibility for determining the accuracy thereof; (v) may rely on and shall be authorized and protected in acting or failing to act upon the written, telephonic, electronic and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions) of officers of the Company; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by the Depositary hereunder in accordance with the advice of such counsel; (vii) shall not be called upon at any time to advise any person Person with respect to the Depositary Shares shares of Series B Preferred Stock or Receipts; (viiivi) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares shares of Series B Preferred Stock or Receipts; and; (ixvii) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement; and (viii) shall not be liable for any failures, delays or losses, arising directly or indirectly out of conditions beyond their reasonable control, including, but not limited to, acts of government, exchange or market ruling, suspension of trading, work stoppages or labor disputes, civil disobedience, riots, rebellions, electrical or mechanical failure, computer hardware or software failure, communications facilities failures including telephone failure, war, terrorism, insurrection, fires, earthquakes, storms, floods, acts of God or similar occurrences. From time to time, any officer of the Corporation may provide the Depositary with instructions concerning the services performed by the Depositary under this Deposit Agreement, and the Depositary may rely on and shall be authorized and protected in acting or failing to act upon any written, telephonic, electronic and oral instructions of any such officer of the Corporation, with respect to any matter relating to the Depositary’s actions as Depositary covered by this Deposit Agreement (or supplementing or qualifying any such actions). In addition, at any time, the Depositary may apply to any officer of the Corporation for instruction, and may consult with legal counsel for the Depositary (who may be an employee of the Depositary) or the Corporation with respect to any matter arising in connection with the services to be performed by the Depositary under this Deposit Agreement. The Depositary and its agents and subcontractors shall not be liable and shall be authorized and indemnified by the Corporation for any action taken, suffered or omitted to be taken by the Depositary in accordance or reliance upon any such Corporation instructions or upon the advice or opinion of such counsel. The Depositary shall not be held to have notice of any change of authority of any Person, until receipt of written notice thereof from the Corporation. The obligations of the Company and the rights of the Depositary Corporation set forth in this Section 5.03 5.3 shall survive the replacement, removal or resignation of any the Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreement.

Obligations of the Depositary. the Depositary’s 's Agents, the Registrar and the Company. (i) . Each of the Depositary, any Depositary's Agent and any Registrar shall have no duties at all times act in good faith and shall use its best efforts within reasonable time limits to insure the accuracy of all services performed pursuant to this Agreement. None of the Depositary, any Depositary's Agent, any Registrar or obligations the Company assumes any obligation or shall be subject to any liability under this Deposit Agreement or any Receipt to holders of Receipts other than those from acts or omissions arising out of conduct constituting bad faith, gross negligence or willful misconduct in the performance of such duties as are specifically set forth herein (and no implied duties in this Deposit Agreement. None of the Depositary, any Depositary's Agent, any Registrar or obligations), or as may subsequently be agreed to in writing by the parties; (ii) shall have no obligation to make payment hereunder unless the Company shall have provided the necessary federal be under any obligation to appear in, prosecute or defend any action, suit or other immediately available funds or securities or property, as the case may be, to pay in full amounts due and payable proceeding with respect thereto; (iii) shall not be obligated to take any legal the deposited Preferred Stock, Depositary Shares or other action hereunder; if, however, the Depositary determines to take any legal or other action hereunder, and, where the taking of such action might Receipts that in the Depositary’s judgment subject or expose its reasonable opinion may involve it to any in expense or liability, unless indemnity reasonably satisfactory to it against all expense and liability be famished as often as may be required. None of the Depositary Depositary, any Depositary's Agent, any Registrar or the Company shall not be required liable for any action or any failure to act unless by it shall have been furnished with an indemnity satisfactory in reliance upon the written advice of legal counsel or accountants, or information provided by any person presenting Preferred Stock for deposit, any holder of a Receipt or any other person believed by it in good faith to it; (iv) be competent to give such advice or information. The Depositary, any Depositary's Agent, any Registrar and the Company may each rely on and shall each be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it in good faith to be genuine and to have been signed or presented by the proper party or partiespanics. In the event the Depositary shall receive conflicting claims, requests or instructions from any holders of Receipts, on the one hand, and the Company, on the other hand, the Depositary shall be entitled to act on such claims, requests or instructions received from the Company, and shall have no responsibility be entitled to the full indemnification set forth in Section 5.06 hereof in connection with any action so taken. The Depositary shall not be responsible for determining any failure to carry out any instruction to vote any of the accuracy thereof; (v) may rely on deposited Preferred Stock or for the manner or effect of any such vote made, as long as any such action or non-action is in good faith and does not result from negligence or willful misconduct of the Depositary. The Depositary undertakes, and any Registrar shall be authorized required to undertake, to perform such duties and protected only such duties as are specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be read into this Agreement against the Depositary or any Registrar. The Depositary, its parent, affiliate, or subsidiaries, any Depositary's Agent, and any Registrar may own, buy, sell or deal in any class of securities of the Company and its affiliates and in Receipts or Depositary Shares or become pecuniarily interested in any transaction in which the Company or its affiliates may be interested or contract with or lend money to or otherwise act as fully or as freely as if it were not the Depositary or the Depositary's Agent hereunder. The Depositary may also act as transfer agent or registrar of any of the securities of the Company and its affiliates or act in any other capacity for the Company or its affiliates. It is intended that neither the Depositary nor any Depositary's Agent shall be deemed to be an "issuer" of the securities under the federal securities laws or applicable state securities laws, it being expressly understood and agreed that the Depositary and any Depositary's Agent are acting only in a ministerial capacity as Depositary for the deposited Preferred Stock; provided, however, that the Depositary agrees to comply with all information reporting and Neither the Depositary (or failing to act upon the writtenits officers, telephonicdirectors, electronic and oral instructions, with respect to employees or agents) nor any matter relating Depositary's Agent makes any representation or has any responsibility as to the Depositary’s actions validity of the registration statement pursuant to which the Depositary Shares are registered under the Securities Act, the deposited Preferred Stock, the Depositary Shares, the Receipts (except its countersignature thereon) or any instruments referred to therein or herein, or as depositary covered by to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for its representations in this Deposit Agreement (or supplementing or qualifying any such actions) of officers of and for the Company; (vi) may consult counsel satisfactory to it, and the advice of such counsel shall be full and complete authorization and protection in respect validity of any action taken, suffered taken or omitted required to be taken by the Depositary hereunder in accordance connection with the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to the Depositary Shares or Receipts; (viii) shall not be liable or responsible for any recital or statement contained in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations of Company represents that it has registered the Company deposited Preferred Stock and the rights of the Depositary set forth Shares for sale in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination of this Deposit Agreementaccordance with applicable securities laws.

Obligations of the Depositary. the Depositary’s Agents, the Registrar and the Company. (i) . The Company assumes no obligation and shall have be subject to no duties liability under this Deposit Agreement or the Receipts to holders or other persons, except to perform its obligations other than those as are specifically set forth herein (and no implied duties undertaken by it to perform in this Deposit Agreement without negligence or obligations)bad faith. Each of the Depositary, or as may subsequently be agreed to in writing by the parties; (ii) shall have Depositary’s Agents and the Registrar assumes no obligation and shall be subject to make payment hereunder unless no liability under this Deposit Agreement or the Receipts to holders or other persons, except to perform such obligations as are specifically set forth and undertaken by it to perform in this Deposit Agreement without negligence or willful misconduct. Neither the Depositary nor any Depositary’s Agent nor the Registrar nor the Company shall have provided be liable for any action or any failure to act by it in reliance upon the necessary federal advice of or information from legal counsel, accountants, any person presenting Stock for deposit, any holder of a Receipt or any other immediately available funds person believed by it in good faith to be competent to give such advice or securities or propertyinformation. The Depositary, as the case may be, to pay in full amounts due and payable with respect thereto; (iii) shall not be obligated to take any legal or other action hereunder; if, howeverDepositary’s Agent, the Depositary determines to take any legal or other action hereunder, and, where Registrar and the taking of such action might in the Depositary’s judgment subject or expose it to any expense or liability, the Depositary shall not be required to act unless it shall have been furnished with an indemnity satisfactory to it; (iv) Company may each rely on and shall each be authorized and protected in acting or failing to act upon any certificate, instrument, opinion, written notice, letterrequest, facsimile transmission direction or other document or security delivered to the Depositary and believed by the Depositary it to be genuine and to have been signed or presented by the proper party or parties. The Depositary, the Registrar and shall have no responsibility for determining any Depositary’s Agent may own and deal in any class of securities of the accuracy thereof; (v) Company and its affiliates and in Receipts or Depositary Shares. The Depositary may rely on also act as transfer agent or Registrar of any of the securities of the Company and its affiliates. It is intended that neither the Depositary nor any Depositary’s Agent nor the Registrar shall be authorized deemed to be an “issuer” of the Stock, the Depositary Shares, or the Receipts or other securities issued upon conversion, exchange or redemption of the Stock under the federal securities laws or applicable state securities laws, it being expressly understood and protected in acting or failing to act upon agreed that the written, telephonic, electronic Depositary and oral instructions, with respect to any matter relating to the Depositary’s actions as depositary covered by Agent and the Registrar are acting only in a ministerial capacity; provided, however, that the Depositary and any Depositary’s Agent agree to comply with all information reporting and withholding requirements applicable to each of them under law or this Deposit Agreement in their capacity as such. Neither the Depositary (or supplementing its officers, directors, employees or qualifying agents) nor any such actions) of officers Depositary’s Agent nor the Registrar makes any representation or has any responsibility as to the validity of the Company; (vi) may consult counsel satisfactory registration statement pursuant to it, and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by which the Depositary hereunder in accordance with Shares are registered under the advice of such counsel; (vii) shall not be called upon at any time to advise any person with respect to Securities Act, the Stock, the Depositary Shares or Receipts; (viii) shall not be liable any instruments referred to therein or herein, or as to the correctness of any statement made therein or herein; provided, however, that the Depositary is responsible for any recital or statement contained its representations in any documents relating hereto or the Depositary Shares or Receipts; and (ix) shall not be liable in any respect on account of the identity, authority or rights of the parties (other than with respect to the Depositary) executing or delivering or purporting to execute or deliver this Deposit Agreement or any documents or papers deposited or called for under this Deposit Agreement. The obligations Depositary assumes no responsibility for the correctness of the description that appears in the Receipts, which can be taken as a statement of the Company and the rights of the Depositary set forth in this Section 5.03 shall survive the replacement, removal or resignation of any Depositary, Registrar, Transfer Agent or Depositary’s Agent or termination summarizing certain provisions of this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or as to any right, title or interest of the record holders of Receipts in and to the Depositary Shares except that the Depositary hereby represents and warrants as follows: (i) the Depositary has been duly organized and is validly existing and in good standing under the laws of the State of [ ], with full power, authority and legal right under such law to execute, deliver and carry out the terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly authorized, executed and delivered by the Depositary; and (iii) this Deposit Agreement constitutes, and when executed and delivered, each Receipt will constitute, a valid and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Depositary shall not be accountable for the use or application by the Company of its proceeds from the Depositary Shares or the Receipts.